UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2023~~2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34726

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

Netherlands

98-0646235

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1221 McKinney St.,

4th Floor, One Vine Street

Suite 300

London

Delftseplein 27E

Houston,

Texas

W1J0AH

3013AA

Rotterdam

USA

77010

United Kingdom

Netherlands

(~~Addresses~~Address of ~~registrant’s~~ principal executive offices) (Zip ~~Code)~~code)


						(713)						309-7200									+44 (0)						207			220 2600									+31 (0)						10			2755 500

(Registrant’s telephone numbers, including area codes)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, €0.04 Par Value

LYB

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had ~~325,274,141~~325,622,260 ordinary shares, €0.04 par value, outstanding at April ~~26, 2023~~24, 2024 (excluding ~~15,148,357~~14,800,238 treasury shares).

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LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME




		Three Months Ended March 31,							Three Months Ended March 31,
Millions of dollars, except earnings per share	Millions of dollars, except earnings per share			2023		2022		Millions of dollars, except earnings per share		2024	2023
Sales and other operating revenues:	Sales and other operating revenues:
Trade	Trade			$	10,076	$	12,840
Trade
Trade
Related parties	Related parties			171		317
				10,247		13,157
			9,925
Operating costs and expenses:	Operating costs and expenses:
Cost of sales	Cost of sales			8,864		11,136
Impairment				252		—
Cost of sales
Cost of sales
Impairments
Selling, general and administrative expenses	Selling, general and administrative expenses			385		328
Research and development expenses	Research and development expenses			33		32
				9,534		11,496
			9,221
Operating income	Operating income			713		1,661
Interest expense	Interest expense			(116)		(74)
Interest income	Interest income			23		2
Other income, net	Other income, net			5		19
Income from continuing operations before equity investments and income taxes	Income from continuing operations before equity investments and income taxes			625		1,608
Income from equity investments				17		29
(Loss) income from equity investments
Income from continuing operations before income taxes	Income from continuing operations before income taxes			642		1,637
Provision for income taxes	Provision for income taxes			167		316
Income from continuing operations	Income from continuing operations			475		1,321
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax			(1)		(1)
Net income	Net income			474		1,320

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests			(2)		(2)

Dividends on redeemable non-controlling interests

Dividends on redeemable non-controlling interests
Net income attributable to the Company shareholders	Net income attributable to the Company shareholders			$	472	$	1,318

Earnings per share:	Earnings per share:
Earnings per share:
Earnings per share:
Net income attributable to the Company shareholders —
Net income attributable to the Company shareholders —
Net income attributable to the Company shareholders —	Net income attributable to the Company shareholders —
Basic	Basic
Basic
Basic
Continuing operations
Continuing operations
Continuing operations	Continuing operations			$	1.45	$	4.01
Discontinued operations	Discontinued operations			—		—
				$	1.45	$	4.01
			$
Diluted	Diluted
Continuing operations	Continuing operations			$	1.44	$	4.00
Continuing operations
Continuing operations
Discontinued operations	Discontinued operations			—		—
				$	1.44	$	4.00
			$

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
Millions of dollars	Millions of dollars		2023		2022		Millions of dollars	2024	2023
Net income	Net income		$	474	$	1,320
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives		4		88
Financial derivatives
Financial derivatives

Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans		2		5
Defined benefit pension and other postretirement benefit plans
Defined benefit pension and other postretirement benefit plans
Foreign currency translations	Foreign currency translations		59		(25)
Total other comprehensive income, net of tax			65		68
Total other comprehensive (loss) income, net of tax
Comprehensive income	Comprehensive income		539		1,388
Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests		(2)		(2)

Comprehensive income attributable to the Company shareholders	Comprehensive income attributable to the Company shareholders		$	537	$	1,386
Comprehensive income attributable to the Company shareholders
Comprehensive income attributable to the Company shareholders

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars

March 31,
2023

December 31,
2022

Millions of dollars

March 31,
2024

December 31,
2023

ASSETS

Current assets:

Cash and cash equivalents

1,790

2,151

Restricted cash

Accounts receivable:

Trade, net

3,715

3,392

Related parties

186

201

Inventories

5,158

4,804

Prepaid expenses and other current assets

1,161

1,292

Total current assets

12,024

11,845

Operating lease assets

1,677

1,725

Property, plant and equipment

24,130

23,724

Less: Accumulated depreciation

(8,729)

(8,337)

Property, plant and equipment, net

15,401

15,387

Equity investments

4,266

4,295

Goodwill

1,605

1,827

Intangible assets, net

651

662

Other assets

631

624

Total assets

36,255

36,365

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars, except shares and par value data

March 31,
2023

December 31,
2022

Millions of dollars, except shares and par value data

March 31,
2024

December 31,
2023

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

Current liabilities:

Current maturities of long-term debt

432

Short-term debt

343

349

Accounts payable:

Trade

3,029

3,106

Trade

Related parties

543

477

Accrued liabilities

2,166

2,396

Accrued and other current liabilities

Total current liabilities

6,513

6,760

Long-term debt

10,601

10,540

Operating lease liabilities

1,507

1,510

Other liabilities

1,899

1,954

Deferred income taxes

2,886

2,858

Commitments and contingencies

Redeemable non-controlling interests

114

Shareholders’ equity:

Ordinary shares, €0.04 par value, 1,275 million shares authorized, 325,468,601 and 325,723,567 shares outstanding, respectively

Ordinary shares, €0.04 par value, 1,275 million shares authorized, 325,365,833 and 324,483,402 shares outstanding, respectively

Additional paid-in capital

6,092

6,119

Retained earnings

9,277

9,195

Accumulated other comprehensive loss

(1,307)

(1,372)

Treasury stock, at cost, 14,953,897 and 14,698,931 ordinary shares, respectively

(1,360)

(1,346)

Treasury stock, at cost, 15,056,665 and 15,939,096 ordinary shares, respectively

Total Company share of shareholders’ equity

12,721

12,615

Non-controlling interests

Total equity

12,735

12,629

Total liabilities, redeemable non-controlling interests and equity

36,255

36,365

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended
March 31,

Millions of dollars

2023

2022

Millions of dollars

2024

2023

Cash flows from operating activities:

Net income

474

1,320

Adjustments to reconcile net income to net cash provided by operating activities:

Net income

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Depreciation and amortization

396

311

Impairment

252

—

Depreciation and amortization

Impairments

Amortization of debt-related costs

Share-based compensation

Equity investments—

Equity income

(17)

(29)

Equity investments—

Equity loss (income)

Distributions of earnings, net of tax

Deferred income tax provision

137

Deferred income tax (benefit) provision

Changes in assets and liabilities that provided (used) cash:

Accounts receivable

(279)

(629)

Inventories

(319)

(117)

Accounts payable

724

Other, net

(120)

(271)

Net cash provided by operating activities

482

1,502

Net cash (used in) provided by operating activities

Cash flows from investing activities:

Expenditures for property, plant and equipment

(352)

(446)

Proceeds from equity securities

—

Acquisition of equity method investment

(2)

—

Other, net

(17)

(18)

Net cash used in investing activities

(371)

(456)

Cash flows from financing activities:

Repurchases of Company ordinary shares

(70)

(217)

Repurchases of Company ordinary shares

Dividends paid - common stock

(389)

(371)

Issuance of long-term debt

Payments of debt issuance costs

Repayment of long-term debt

Net proceeds from (repayments of) commercial paper

—

(169)

Collateral received from interest rate derivatives

—

Other, net

(18)

(7)

Net cash used in financing activities

(477)

(713)

Effect of exchange rate changes on cash

(16)

(Decrease) increase in cash and cash equivalents and restricted cash

(352)

317

Decrease in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

2,156

1,477

Cash and cash equivalents and restricted cash at end of period

1,804

1,794

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Ordinary Shares Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Company
Share of
Shareholders’
Equity Non-
Controlling
Interests
Millions of dollars Issued Treasury
Balance, December 31, 2022 $ 19 $ (1,346) $ 6,119 $ 9,195 $ (1,372) $ 12,615 $ 14
Net income — — — 474 — 474 —
Other comprehensive income — — — — 65 65 —
Share-based compensation — 60 (27) (1) — 32 —
Dividends - common stock ($1.19 per share) — — — (389) — (389) —
Dividends - redeemable non-controlling interests ($15.00 per share) — — — (2) — (2) —
Repurchases of Company ordinary shares — (74) — — — (74) —
Balance, March 31, 2023 $ 19 $ (1,360) $ 6,092 $ 9,277 $ (1,307) $ 12,721 $ 14


	Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Issued		Treasury
Balance, December 31, 2023	$	19	$	(1,450)	$	6,145	$	9,692	$	(1,476)	$	12,930	$	14
Net income	—		—		—		473		—		473		—
Other comprehensive loss	—		—		—		—		(56)		(56)		—
Share-based compensation	—		78		(33)		(3)		—		42		—
Dividends - common stock ($1.25 per share)	—		—		—		(408)		—		(408)		—

Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—




Balance, March 31, 2024	$	19	$	(1,372)	$	6,112	$	9,752	$	(1,532)	$	12,979	$	14


		Ordinary Shares				Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Company Share of Shareholders’ Equity			Non- Controlling Interests
	Ordinary Shares																			Ordinary Shares		Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Company Share of Shareholders’ Equity	Non- Controlling Interests
Millions of dollars	Millions of dollars	Issued		Treasury						Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Company Share of Shareholders’ Equity		Non- Controlling Interests
Balance, December 31, 2021		$	19	$	(965)
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Net income	Net income	—		—		—		1,320			—			1,320			—
Other comprehensive income	Other comprehensive income	—		—		—		—			68			68			—
Share-based compensation	Share-based compensation	—		11		12		4			—			27			—
Dividends - common stock ($1.13 per share)		—		—		—		(371)			—			(371)			—
Dividends - common stock ($1.19 per share)

Dividends - redeemable non-controlling interests ($15.00 per share)
Dividends - redeemable non-controlling interests ($15.00 per share)
Dividends - redeemable non-controlling interests ($15.00 per share)	Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)			—			(2)			—
Repurchases of Company ordinary shares	Repurchases of Company ordinary shares	—		(202)		—		—			—			(202)			—

Balance, March 31, 2022		$	19	$	(1,156)	$	6,056	$	9,514		$	(1,735)		$	12,698		$	14
Balance, March 31, 2023

Balance, March 31, 2023

Balance, March 31, 2023

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Page
1.
Basis of Presentation
8
2.
Accounting and Reporting Changes
8
3.
Revenues
9
4.
Accounts Receivable
10
5.
Inventories
10
6.
Debt
11
7.
Financial Instruments and Fair Value Measurements
14
8.
Income Taxes
16
9.
Commitments and Contingencies
17
10.
Shareholders’ Equity and Redeemable Non-controlling Interests
18
11.
Per Share Data
21
12.
Segment and Related Information
22

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

LyondellBasell Industries N.V. is a limited liability company (Naamloze Vennootschap) incorporated under Dutch law by deed of incorporation dated October 15, 2009. Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to LyondellBasell Industries N.V. together with its consolidated subsidiaries (“LyondellBasell N.V.”). LyondellBasell N.V. is a worldwide manufacturer of chemicals and polymers, a refiner of crude oil, a producer of gasoline blending components and a developer and licensor of technologies for the production of polymers.

The accompanying unaudited Consolidated Financial Statements have been prepared from the books and records of LyondellBasell N.V. in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The results for interim periods are not necessarily indicative of results for the entire year.

~~Effective January 1, 2023, our~~ ~~Catalloy~~ ~~and polybutene-1 products were moved from our Advanced Polymer Solutions (“APS”) segment and reintegrated into our Olefins and Polyolefins-Americas (~~“O&P-Americas”) and Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segments. This move allows the APS team to focus on our compounding and solutions business, and to develop a more agile operating model with meaningful regional and segment growth strategies. Segment information provided throughout the report has been revised for all periods presented to reflect these changes.

2. Accounting and Reporting Changes

Recently Adopted Guidance

~~Supplier Finance Program—In September 2022,~~There were no new Accounting Standard Updates (“ASU”) adopted in the ~~FASB issued ASU 2022-04,~~ ~~Liabilities—Supplier Finance Programs (Subtopic 405-50)~~: ~~Disclosure of Supplier Finance Program Obligations. The guidance requires an entity~~quarter ended March 31, 2024 that uses supplier finance programs in connection with the purchase of goods and services to disclose certain qualitative and quantitative information about its programs including the key terms and conditions, activity during the period, and potential magnitude. The guidance is effective retrospectively for the year ending December 31, 2023, including interim periods, with disclosures required for each period for which a balance sheet is presented, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023. The adoption of this guidance did not havehad a material impact on ~~our~~the Consolidated Financial Statements.

Accounting Guidance Issued But Not Adopted as of March 31, ~~2023~~2024

~~Fair Value Measurement~~Segment Disclosures—In ~~June 2022,~~November 2023, the FASB issued ASU ~~2022-03,~~2023-07, ~~Fair Value Measurement~~Segment Reporting (Topic ~~820)~~280): ~~Fair Value Measurement of Equity Securities Subject~~Improvements to ~~Contractual Sale Restrictions~~Reportable Segment Disclosures. The guidance ~~clarifies that~~improves the disclosures about a ~~contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security because it is~~public entity’s reportable segments and addresses requests from investors for additional detailed information about a ~~characteristic of the entity holding the equity security rather than a characteristic of the security and is not considered in measuring its fair value.~~reportable segment’s expenses. The guidance is effective ~~prospectively~~ for ~~the year ending~~fiscal years beginning after December ~~31, 2024, including the~~15, 2023 and interim periods ~~with the impact of adoption reflected in earnings.~~within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently assessing the impact of adopting the new guidance on the Consolidated Financial Statements.

Income Tax Disclosures—In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 74): Improvements to Income Tax Disclosures. The guidance requires companies to disclose certain specific categories in the rate reconciliation and provide additional information for reconciling items that meet the quantitative threshold of 5% of the expected tax using the applicable statutory income tax rate. There is also a required disclosure to provide the net income taxes paid or received disaggregated by federal, state, and foreign taxes with jurisdictions to be separately disclosed if the jurisdiction is 5% or more of the total net income taxes paid or received. The guidance is effective for annual periods beginning after December 15, 2024. Earlier adoption is permitted. We are currently assessing the impact of ~~this~~adopting the new guidance ~~will not have a material impact~~ on ~~our~~the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

3. ~~Revenues~~Assets Held for Sale

~~Contract Balances—Contract liabilities were $175~~During the fourth quarter of 2023, we entered into an agreement to sell our U.S. Gulf Coast-based ethylene oxide and derivatives (“EO&D”) business along with the production facility located in Bayport, TX for cash consideration of $700 million, subject to working capital and ~~$167 million at March 31, 2023~~other adjustments. The EO&D business had been identified as a non-core business within our Intermediates and ~~December 31, 2022, respectively. Revenue recognized in each reporting period, included~~Derivatives segment. The transaction is expected to close in the ~~contract liability balance~~second quarter of 2024 following planned maintenance at the ~~beginning~~facility, which was completed in the first quarter of ~~the period, was immaterial.~~

~~Disaggregation~~2024, and is subject to satisfaction of ~~Revenues—Effective January 1, 2023, our~~ ~~Catalloy~~ and polybutene-1 products were moved from our APS segment and reintegrated into our O&P-Americas and O&P-EAI segments. See Note 12 for additional detail regarding the change in segments. Consistent with this change, we have updated the disclosure of revenue disaggregated by key products for all periods presented.customary closing conditions.

The following table ~~presents our revenues disaggregated by key products:~~summarizes the assets and liabilities held for sale which are reported in Prepaid expenses and other current assets and Accrued and other current liabilities, respectively, in the Consolidated Financial Statements:

Three Months Ended
March 31,
Millions of dollars 2023 2022
Sales and other operating revenues:
Olefins and co-products $ 883 $ 1,157
Polyethylene 2,016 2,707
Polypropylene 1,526 2,263
Propylene oxide and derivatives 641 885
Oxyfuels and related products 1,233 1,254
Intermediate chemicals 746 1,110
Compounding and solutions 995 1,135
Refined products 2,057 2,458
Other 150 188
Total $ 10,247 $ 13,157

~~The following table presents our revenues disaggregated by geography, based upon the location of the customer:~~

Three Months Ended
March 31,
Millions of dollars 2023 2022
Sales and other operating revenues:
United States $ 4,852 $ 6,074
Germany 786 995
China 514 656
Mexico 430 442
Italy 376 518
Japan 365 423
France 294 387
Poland 239 395
The Netherlands 233 390
Other 2,158 2,877
Total $ 10,247 $ 13,157


Millions of dollars	March 31, 2024		December 31, 2023
ASSETS
Accounts receivable - Trade, net	$	41	$	42
Inventories	73		100
Prepaid expenses and other current assets	43		43
Operating lease assets	20		20
Property, plant and equipment, net	288		225
Goodwill	13		14
Total assets held for sale	$	478	$	444

LIABILITIES
Short-term debt	$	43	$	43
Accounts payable - Trade	23		51
Accrued and other current liabilities	9		7
Operating lease liabilities	17		19
Total liabilities held for sale	$	92	$	120

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

4. ~~Accounts Receivable~~Revenues

~~Our accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses of $6~~Contract Balances—Contract liabilities were $139 million ~~as of~~and $175 million at March 31, ~~2023~~2024 and December 31, ~~2022.~~

~~5. Inventories~~

~~Inventories consisted~~2023, respectively. Revenue recognized in each reporting period that was included in the contract liability balance at the beginning of the period was immaterial.

Disaggregation of Revenues—The following ~~components:~~table presents our revenues disaggregated by key products:

Millions of dollars March 31,
2023 December 31,
2022
Finished goods $ 3,443 $ 3,027
Work-in-process 219 227
Raw materials and supplies 1,496 1,550
Total inventories $ 5,158 $ 4,804


	Three Months Ended March 31,
Millions of dollars		2024		2023
Sales and other operating revenues:
Olefins and co-products		$	908	$	883
Polyethylene		1,898		2,016
Polypropylene		1,498		1,526
Propylene oxide and derivatives		602		641
Oxyfuels and related products		1,110		1,233
Intermediate chemicals		789		746
Compounding and solutions		960		995
Refined products		1,958		2,057
Other		202		150
Total		$	9,925	$	10,247

The following table presents our revenues disaggregated by geography, based upon the location of the customer:


	Three Months Ended March 31,
Millions of dollars		2024		2023
Sales and other operating revenues:
United States		$	4,788	$	4,852
Germany		660		786
China		606		514
Mexico		436		430
Italy		401		376
France		257		294
Poland		242		239
Japan		234		365
The Netherlands		185		233
Other		2,116		2,158
Total		$	9,925	$	10,247

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

5. Accounts Receivable

Accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses of $6 million as of March 31, 2024 and December 31, 2023.

6. Inventories

Inventories consisted of the following components:


Millions of dollars	March 31, 2024		December 31, 2023
Finished goods	$	3,112	$	3,134
Work-in-process	202		182
Raw materials and supplies	1,539		1,449
Total inventories	$	4,853	$	4,765

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

7. Debt

Long-term loans, notes and other debt, net of unamortized discount and debt issuance cost, consisted of the following:


Millions of dollars	Millions of dollars	March 31, 2023		December 31, 2022		Millions of dollars	March 31, 2024	December 31, 2023
Senior Notes due 2024, $1,000 million, 5.75% ($1 million of debt issuance cost)		$	774	$	774
Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $11 million of debt issuance cost)		974		974
Senior Notes due 2024, $1,000 million, 5.75%
Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $10 million of debt issuance cost)
Guaranteed Notes due 2027, $300 million, 8.1%	Guaranteed Notes due 2027, $300 million, 8.1%	300		300
Issued by LYB International Finance B.V.:	Issued by LYB International Finance B.V.:					Issued by LYB International Finance B.V.:
Guaranteed Notes due 2023, $750 million, 4.0%		425		424
Guaranteed Notes due 2043, $750 million, 5.25% ($19 million of discount; $6 million of debt issuance cost)		725		725
Guaranteed Notes due 2043, $750 million, 5.25% ($18 million of discount; $6 million of debt issuance cost)
Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $8 million of debt issuance cost)	Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $8 million of debt issuance cost)	982		982
Issued by LYB International Finance II B.V.:	Issued by LYB International Finance II B.V.:					Issued by LYB International Finance II B.V.:
Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of discount; $2 million of debt issuance cost)		529		518
Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of discount; $1 million of debt issuance cost)
Guaranteed Notes due 2027, $1,000 million, 3.5% ($2 million of discount; $2 million of debt issuance cost)	Guaranteed Notes due 2027, $1,000 million, 3.5% ($2 million of discount; $2 million of debt issuance cost)	590		587
Guaranteed Notes due 2031, €500 million, 1.625% ($4 million of discount; $3 million of debt issuance cost)		528		516
Guaranteed Notes due 2031, €500 million, 1.625% ($4 million of discount; $2 million of debt issuance cost)
Issued by LYB International Finance III LLC:	Issued by LYB International Finance III LLC:					Issued by LYB International Finance III LLC:
Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $2 million of debt issuance cost)		477		475
Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $1 million of debt issuance cost)
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	124		120
Guaranteed Notes due 2030, $500 million, 2.25% ($3 million of discount; $3 million of debt issuance cost)		473		469
Guaranteed Notes due 2040, $750 million, 3.375% ($2 million of discount; $7 million of debt issuance cost)		741		741
Guaranteed Notes due 2030, $500 million, 2.25% ($2 million of discount; $3 million of debt issuance cost)
Guaranteed Notes due 2033, $500 million, 5.625% ($5 million of debt issuance cost)
Guaranteed Notes due 2034, $750 million, 5.5% ($6 million of discount, $7 million of debt issuance cost)
Guaranteed Notes due 2040, $750 million, 3.375% ($1 million of discount; $7 million of debt issuance cost)
Guaranteed Notes due 2049, $1,000 million, 4.2% ($14 million of discount; $10 million of debt issuance cost)	Guaranteed Notes due 2049, $1,000 million, 4.2% ($14 million of discount; $10 million of debt issuance cost)	976		976
Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	973		971
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $11 million of debt issuance cost)		914		897
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $10 million of debt issuance cost)
Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $6 million of debt issuance cost)	Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $6 million of debt issuance cost)	484		481
Other	Other	44		42
Total	Total	11,033		10,972
Less current maturities	Less current maturities	(432)		(432)
Long-term debt	Long-term debt	$	10,601	$	10,540

1112

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Fair value hedging adjustments associated with the fair value hedge accounting of our fixed-for-floating interest rate swaps for the applicable periods are as follows:


				Gains (Losses)					Cumulative Fair Value Hedging Adjustments Included in Carrying Amount of Debt
			Three Months Ended March 31,				March 31,		December 31,
				Gains (Losses)
				Gains (Losses)
				Gains (Losses)										Cumulative Fair Value Hedging Adjustments Included in Carrying Amount of Debt
		Three Months Ended March 31,													Three Months Ended March 31,			March 31,		December 31,
Millions of dollars	Millions of dollars				2023		2022		2023		2022		Millions of dollars	2024		2023	2024		2023
Guaranteed Notes due 2025, 1.25%	Guaranteed Notes due 2025, 1.25%				$	(2)	$	7	$	12	$	14
Guaranteed Notes due 2026, 0.875%	Guaranteed Notes due 2026, 0.875%				(1)		4		12		13
Guaranteed Notes due 2027, 3.5%	Guaranteed Notes due 2027, 3.5%				(3)		19		(3)		—
Guaranteed Notes due 2030, 3.375%	Guaranteed Notes due 2030, 3.375%				(4)		10		17		21
Guaranteed Notes due 2030, 2.25%	Guaranteed Notes due 2030, 2.25%				(3)		10		21		24
Guaranteed Notes due 2031, 1.625%	Guaranteed Notes due 2031, 1.625%				(2)		—		9		11
Guaranteed Notes due 2050, 4.2%	Guaranteed Notes due 2050, 4.2%				(2)		5		11		13
Guaranteed Notes due 2051, 3.625%	Guaranteed Notes due 2051, 3.625%				(17)		29		73		90
Guaranteed Notes due 2060, 3.8%	Guaranteed Notes due 2060, 3.8%				(3)		—		6		9
Total	Total				$	(37)	$	84	$	158	$	195

Fair value adjustments are recognized in Interest expense in the Consolidated Statements of Income.

~~Short-term loans, notes and other debt consisted of the following:~~

Millions of dollars March 31,
2023 December 31,
2022
U.S. Receivables Facility $ — $ —
Commercial paper 200 200
Precious metal financings 142 131
Other 1 18
Total Short-term debt $ 343 $ 349

Long-Term Debt

Senior Revolving Credit Facility—Our $3,250 million senior unsecured revolving credit facility (the “Senior Revolving Credit Facility”), which expires in November 2026, may be used for dollar and euro denominated borrowings. The facility also supports our commercial paper program, has a $200 million sub-limit for dollar and euro denominated letters of credit and a $1,000 million uncommitted accordion ~~feature and supports our commercial paper program.~~feature. Borrowings under the facility bear interest at either a base rate, ~~LIBOR~~secured overnight financing rate (“SOFR”) or EURIBOR rate, plus an applicable margin. Additional fees are incurred for the average daily unused commitments. At March 31, ~~2023,~~2024, we had no borrowings or letters of credit outstanding and ~~$3,050~~$3,250 million of unused availability under this facility.

Guaranteed Notes due 2034—In February 2024, LYB International Finance III, LLC (“LYB Finance III”), a wholly owned finance subsidiary of LyondellBasell Industries N.V., issued $750 million of 5.5% guaranteed notes due 2034 (the “2034 Notes”) at a discounted price of 99.2%. Net proceeds after deducting original issuance discounts, underwriting fees and offering expenses totaled $737 million. We used the net proceeds from the sale of the 2034 Notes to repay our 5.75% senior notes due 2024 as discussed further below.

These unsecured notes, which are fully and unconditionally guaranteed by LyondellBasell Industries N.V., rank equally in right of payment to all of LYB Finance III’s and LyondellBasell Industries N.V.’s existing and future senior unsecured indebtedness and will rank senior in right of payment to any future subordinated indebtedness that LYB Finance III or LyondellBasell Industries N.V. incurs. There are no significant restrictions that would impede LyondellBasell Industries N.V., as guarantor, from obtaining funds by dividend or loan from its subsidiaries.

The indenture governing these notes contains limited covenants, including those restricting our ability, and the ability of our subsidiaries, to incur indebtedness secured by significant property or by capital stock of subsidiaries that own significant property, enter into certain sale and lease-back transactions with respect to any significant property or enter into consolidations, mergers or sales of all or substantially all of our assets.

1213

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The 2034 Notes may be redeemed at any time in whole, or from time to time in part, prior to the scheduled maturity date, at a redemption price equal to the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the treasury rate plus the applicable basis points) less interest accrued on the notes to be redeemed, and (ii) 100% of the principal amount of the notes redeemed; plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. The 2034 Notes may also be redeemed at any time, on or after the date that is three months prior to the scheduled maturity date of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. The notes are also redeemable upon certain tax events.

Senior Notes due 2024—In March 2024, we repaid the $775 million remaining outstanding principal of our 5.75% senior notes due 2024.

Short-Term Debt

U.S. Receivables Facility—Our U.S. Receivables Facility, which expires in June 2024, has a purchase limit of $900 million in addition to a $300 million uncommitted accordion feature. This facility provides liquidity through the sale or contribution of trade receivables by certain of our U.S. subsidiaries to a wholly owned, bankruptcy-remote subsidiary on an ongoing basis and without recourse. We pay variable interest rates on our secured borrowings. Additional fees are incurred for the average daily unused commitments. This facility also provides for the issuance of letters of credit up to $200 million. At March 31, ~~2023,~~2024, we had no borrowings or letters of credit outstanding and $900 million unused availability under this facility.

Commercial Paper Program—We have a commercial paper program under which we may issue up to $2,500 million of privately placed, unsecured, short-term promissory notes (“commercial paper”). ~~Interest rates on commercial paper outstanding at~~At March 31, ~~2023 are based on the terms~~2024, we had no borrowings of ~~the notes~~outstanding commercial paper.

Precious Metal Financings—At March 31, 2024 and ~~range from 4.90% to 4.98%. At March~~December 31, 2023, we had ~~$200~~$164 million and $117 million, respectively, of ~~outstanding commercial paper.~~short-term debt related to our precious metal financings.

Weighted Average Interest Rate—At March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, our weighted average interest rates on outstanding Short-term debt were ~~4.0%~~1.5% and ~~3.7%~~1.9%, respectively.

Additional Information

Debt Compliance—As of March 31, ~~2023,~~2024, we are in compliance with our debt covenants.

~~Supply Chain Finance Arrangements~~

We facilitate a voluntary supply chain finance (“SCF”) program that provides suppliers, at their sole discretion, the opportunity to sell their receivables due from us to a participating financial intermediary in order to be paid earlier than our contracted payment terms. We are not a party to any agreement between our suppliers and the financial intermediary. When a supplier utilizes the program and receives an early payment from the financial intermediary, the supplier takes a discount on the invoice. We pay the financial intermediary the full amount of the invoice on the contractually agreed upon due date. The majority of the suppliers using the program are on 90-day payment terms. We have no economic impact from a supplier’s decision to take an early payment. No guarantees are provided by us or any of our subsidiaries under the program.

As of March 31, 2023 and December 31, 2022, Accounts payable-Trade included $63 million and $53 million, respectively, payable to suppliers who have elected to participate in the supply chain financing program. We do not believe that future changes in the availability of supply chain financing will have a significant impact on our liquidity.

1314

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

7.8. Financial Instruments and Fair Value Measurements

We are exposed to market risks, such as changes in commodity pricing, interest rates and currency exchange rates. To manage the volatility related to these exposures, we selectively enter into derivative contracts pursuant to our risk management policies.

Financial Instruments Measured at Fair Value on a Recurring Basis—The following table summarizes financial instruments outstanding for the periods presented that are measured at fair value on a recurring basis:


		March 31, 2023				December 31, 2022
				Fair Value
				Fair Value
				Fair Value
Millions of dollars	Millions of dollars	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Classification

Millions of dollars
Millions of dollars														March 31, 2024				December 31, 2023							Balance Sheet Classification
Assets–	Assets–
Derivatives designated as hedges:
Derivatives designated as hedges:
Derivatives designated as hedges:	Derivatives designated as hedges:
Commodities	Commodities	$	8	$	2	$	—	$	—	Prepaid expenses and other current assets
Commodities	Commodities	32		4		—		—		Other assets
Commodities														$	2			$	1						Prepaid expenses and other current assets

Foreign currency
Foreign currency
Foreign currency	Foreign currency	903		114		903		109		Prepaid expenses and other current assets		82				44					44			Prepaid expenses and other current assets			Prepaid expenses and other current assets
Foreign currency	Foreign currency	2,099		114		2,725		133		Other assets	Foreign currency			82			45					45			Other assets			Other assets
Interest rates	Interest rates	—		28		—		16		Prepaid expenses and other current assets	Interest rates			28			38					38			Prepaid expenses and other current assets			Prepaid expenses and other current assets
Interest rates		400		10		400		25		Other assets

Derivatives not designated as hedges:
Derivatives not designated as hedges:
Derivatives not designated as hedges:	Derivatives not designated as hedges:
Commodities	Commodities	215		39		192		27		Prepaid expenses and other current assets
Commodities
Commodities														62				98							Prepaid expenses and other current assets

Foreign currency
Foreign currency
Foreign currency	Foreign currency	144		1		160		—		Prepaid expenses and other current assets		3				3					3			Prepaid expenses and other current assets			Prepaid expenses and other current assets

Total	Total	$	3,801	$	312	$	4,380	$	310

Total

Total

Liabilities–

Liabilities–

Liabilities–	Liabilities–
Derivatives designated as hedges:	Derivatives designated as hedges:
Derivatives designated as hedges:
Derivatives designated as hedges:

Commodities

Commodities

Commodities	Commodities	$	16	$	2	$	35	$	14	Accrued liabilities		$	117			$				$	109		Accrued and other current liabilities			Accrued and other current liabilities
Commodities	Commodities	24		4		—		—		Other liabilities	Commodities			36			33					33			Other liabilities			Other liabilities
Foreign currency	Foreign currency	—		27		—		15		Accrued liabilities	Foreign currency			28			40					40			Accrued and other current liabilities			Accrued and other current liabilities
Foreign currency	Foreign currency	1,500		29		650		8		Other liabilities	Foreign currency			13			32					32			Other liabilities			Other liabilities
Interest rates	Interest rates	—		26		—		23		Accrued liabilities	Interest rates			30			31					31			Accrued and other current liabilities			Accrued and other current liabilities
Interest rates	Interest rates	2,168		191		2,164		229		Other liabilities	Interest rates			195			172					172			Other liabilities			Other liabilities
Derivatives not designated as hedges:	Derivatives not designated as hedges:
Commodities	Commodities	143		8		50		11		Accrued liabilities
Commodities	Commodities	11		2		7		3		Other liabilities
Commodities														35				52							Accrued and other current liabilities

Foreign currency
Foreign currency
Foreign currency	Foreign currency	423		11		236		6		Accrued liabilities		4				10					10			Accrued and other current liabilities			Accrued and other current liabilities

Total	Total	$	4,285	$	300	$	3,142	$	309

Total

Total

The financial instruments in the table above are classified as Level 2. We present the gross assets and liabilities of our derivative financial instruments on the Consolidated Balance Sheets.

1415

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Financial Instruments Not Measured at Fair Value on a Recurring Basis—The following table presents the carrying value and estimated fair value of our Short-term precious metal financings and Long-term debt:


		March 31, 2023				December 31, 2022
	March 31, 2024												March 31, 2024		December 31, 2023
Millions of dollars	Millions of dollars	Carrying Value		Fair Value		Carrying Value		Fair Value		Millions of dollars	Carrying Value	Fair Value		Carrying Value		Fair Value

Precious metal financings	Precious metal financings	$	142	$	114	$	131	$	113

Precious metal financings

Precious metal financings
Long-term debt	Long-term debt	10,580		9,201		10,517		8,882
Total	Total	$	10,722	$	9,315	$	10,648	$	8,995

The financial instruments in the table above are classified as Level 2. Our other financial instruments classified within Current assets and Current liabilities have a short maturity and their carrying value generally approximates fair value.

Derivative Instruments:

Commodity Prices—The following table presents the notional amounts of our outstanding commodity derivative instruments:

March 31, 2023 December 31, 2022
Millions of dollars Notional Amount Notional Amount Maturity Date
Derivatives designated as hedges:
Cash flow hedges $ 80 $ 35 2023 to 2026
Derivatives not designated as hedges:
Commodity contracts 369 249 2023 to 2024


	Notional Amount
Millions of units	March 31, 2024	December 31, 2023	Unit of Measure	Maturity Date
Derivatives designated as hedges:
Natural gas	69	72	MMBtu	2024 to 2027
Ethane	17	18	Bbls	2024 to 2026
Power	1	1	MWhs	2024 to 2027
Refined products	1	1	Bbls	2024
Derivatives not designated as hedges:
Crude oil	9	12	Bbls	2024
Refined products	12	16	Bbls	2024
Precious metals	1	1	Troy Ounces	2024
Renewable Identification Numbers	44	59	RINs	2024

Interest Rates—The following table presents the notional amounts of our outstanding interest rate derivative instruments:

March 31, 2023 December 31, 2022
Millions of dollars Notional Amount Notional Amount Maturity Date
Cash flow hedges $ 400 $ 400 2024
Fair value hedges 2,168 2,164 2025 to 2031

~~Foreign Currency Rates—The following table presents the notional amounts of our outstanding foreign currency derivative instruments:~~

March 31, 2023

December 31, 2022

Notional Amount

Millions of dollars

Notional Amount

Maturity Date

Net investment hedges

3,352

3,128

2023 to 2030

Millions of dollars

Cash flow hedges

1,150

2024 to 2027

Not designated

567

396

2023 to 2024

Cash flow hedges

Fair value hedges

1516

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Foreign Currency Rates—The following table presents the notional amounts of our outstanding foreign currency derivative instruments:


	Notional Amount
Millions of dollars	March 31, 2024		December 31, 2023		Maturity Date
Net investment hedges	$	3,289	$	3,289	2024 to 2030
Cash flow hedges	1,150		1,150		2024 to 2027
Not designated	788		555		2024 to 2025

Impact on Earnings and Other Comprehensive Income—The following tables summarize the pre-tax effect of derivative instruments recorded in Accumulated other comprehensive loss (“AOCI”), the gains (losses) reclassified from AOCI to earnings and additional gains (losses) recognized directly in earnings:


		Effects of Financial Instruments
		Three Months Ended March 31,
		Balance Sheet								Income Statement
		Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified to Income from AOCI				Additional Gain (Loss) Recognized in Income				Income Statement
	Effects of Financial Instruments																																	Effects of Financial Instruments
	Three Months Ended March 31,																																	Three Months Ended March 31,
	Balance Sheet
		Gain (Loss) Recognized in AOCI
		Gain (Loss) Recognized in AOCI
		Gain (Loss) Recognized in AOCI																				Gain (Loss) Reclassified to Income from AOCI							Additional Gain (Loss) Recognized in Income							Income Statement
Millions of dollars	Millions of dollars	2023		2022		2023		2022		2023		2022		Classification	Millions of dollars	2024			2023				2024				2023				2024					2023			Classification
Derivatives designated as hedges:	Derivatives designated as hedges:

Commodities
Commodities
Commodities																$	(2)		$	—			$	1			$	—			$	—				$	—		Sales and other operating revenues
Commodities	Commodities	$	(5)	$	26	$	19	$	(11)	$	—	$	—	Cost of sales	Commodities	(48)		(5)		(5)	38				38	19			19	—			—		—			—	Cost of sales	Cost of sales
Foreign currency	Foreign currency	(55)		44		20		(25)		14		(4)		Interest expense	Foreign currency	95		(55)		(55)	(28)				(28)	20			20	19			19		14			14	Interest expense	Interest expense
Interest rates	Interest rates	(14)		112		1		1		23		(77)		Interest expense	Interest rates	11		(14)		(14)	1				1	1			1	(45)			(45)		23			23	Interest expense	Interest expense
Derivatives not designated as hedges:	Derivatives not designated as hedges:
Commodities	Commodities	—		—		—		—		(33)		36		Sales and other operating revenues
Commodities	Commodities	—		—		—		—		27		3		Cost of sales
Commodities																—			—				—				—				(84)					(33)			Sales and other operating revenues
Commodities															Commodities	—			—				—				—				77					27			Cost of sales
Foreign currency	Foreign currency	—		—		—		—		(11)		(19)		Other income, net	Foreign currency	—		—		—	—				—	—			—	8			8		(11)			(11)	Other income, net	Other income, net

Total	Total	$	(74)	$	182	$	40	$	(35)	$	20	$	(61)

Total

Total

As of March 31, ~~2023,~~2024, on a pre-tax basis, $3$4 million is scheduled to be reclassified from Accumulated other comprehensive loss as an increase to Interest expense over the next twelve months.

Other Financial Instruments:

Cash and Cash Equivalents—At March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, we had marketable securities classified as Cash and cash equivalents of ~~$1,065~~$1,475 million and ~~$1,191~~$2,432 million, respectively.

8.17

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

9. Income Taxes

For interim tax reporting, we estimate an annual effective tax rate which is applied to the year-to-date ordinary income. Tax effects of significant, unusual, or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. Our effective income tax rate fluctuates based on, among other factors, changes in pre-tax income in countries with varying statutory tax rates, changes in valuation allowances, changes in foreign exchange gains or losses, the amount of exempt income, changes in unrecognized tax benefits associated with uncertain tax positions and changes in tax laws.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

Our exempt income primarily includes interest income, export incentives, and equity earnings of joint ventures. Interest income earned by certain of our subsidiaries through intercompany financings is taxed at rates substantially lower than the U.S. statutory rate. Export incentives relate to tax benefits derived from elections and structures available for U.S. exports. Equity earnings attributable to the earnings of our joint ventures, when paid through dividends to certain European subsidiaries, are exempt from all or portions of normal statutory income tax rates. We currently anticipate the favorable treatment for interest income, dividends, and export incentives to continue in the near term; however, this treatment is based on current law. ~~We continue to monitor~~The United Kingdom, as well as certain other jurisdictions in which we operate, enacted legislation implementing the Organization for Economic Cooperation and ~~Development (“OECD”)’s~~Development’s Pillar ~~One and~~ Two ~~legislation which focus on taxing rights and minimum taxes in countries where we operate, including the United Kingdom; however, we~~Model Rules effective as of January 1, 2024. We do not expect the impact to be material based on the ~~principles agreed to~~legislation enacted at this stage.

Our effective income tax rate for the first quarter of ~~2023~~2024 was ~~26.0%~~20.4% compared ~~with 19.3%~~to 26.0% for the first quarter of ~~2022.~~2023. The ~~higher~~lower effective tax rate for the first quarter of ~~2023~~2024 was primarily due to the first quarter 2023 goodwill impairment, for which there iswas no tax benefit, of 6.6%. coupled with a 2.1% decrease in our effective income tax rate related to changes in pre-tax income in countries with varying statutory tax rates. These decreases were partially offset by a 3.0% increase in our effective income tax rate due to a decrease in exempt income.

9.10. Commitments and Contingencies

Commitments—We have various purchase commitments for materials, supplies and services incidental to the ordinary conduct of business, generally for quantities required for our businesses and at prevailing market prices. These commitments are designed to ~~assure~~ensure sources of supply and are not expected to be in excess of normal requirements. Additionally, we have capital expenditure commitments, which we incur in our normal course of business.

Financial Assurance Instruments—We have obtained letters of credit, performance and surety bonds and have issued financial and performance guarantees to support trade payables, potential liabilities and other obligations. Considering the frequency of claims made against the financial instruments we use to support our obligations, and the magnitude of those financial instruments in light of our current financial position, management does not expect that any claims against or draws on these instruments would have a material adverse effect on ~~our~~the Consolidated Financial Statements. We have not experienced any unmanageable difficulties in obtaining the required financial assurance instruments for our current operations.

Environmental Remediation—~~Our accrued liability~~Accrued liabilities for future environmental remediation costs at current and former plant sites and other remediation sites totaled ~~$126~~$141 million and ~~$127~~$124 million as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively. At March 31, ~~2023,~~2024, the accrued liabilities for individual sites range from less than $1 million to ~~$25~~$43 million. The remediation expenditures are expected to occur over a number of years and are not concentrated in any single year. In our opinion, it is reasonably possible that losses in excess of the liabilities recorded may have been incurred. However, we cannot estimate any amount or range of such possible additional losses. New information about sites, new technology or future developments, such as involvement in investigations by regulatory agencies, could require us to reassess our potential exposure related to environmental matters.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Indemnification—We are parties to various indemnification arrangements, including arrangements entered into in connection with acquisitions, divestitures and the formation and dissolution of joint ventures. Pursuant to these arrangements, we provide indemnification to and/or receive indemnification from other parties in connection with liabilities that may arise in connection with the transactions and in connection with activities prior to completion of the transactions. These indemnification arrangements typically include provisions pertaining to third-party claims relating to environmental and tax matters and various types of litigation. As of March 31, ~~2023,~~2024, we had not accrued any significant amounts for our indemnification obligations, and we are not aware of other circumstances that would likely lead to significant future indemnification obligations. We cannot determine with certainty the potential amount of future payments under the indemnification arrangements until events arise that would trigger a liability under the arrangements.

As part of our technology licensing contracts, we give indemnifications to our licensees for liabilities arising from possible patent infringement claims with respect to certain proprietary licensed technologies. Such indemnifications have a stated maximum amount and generally cover a period of 5 to 10 years.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

Legal Proceedings—We are subject to various lawsuits and claims, including but not limited to, matters involving contract disputes, environmental damages, personal injury and property damage. We vigorously defend ourselves and prosecute these matters as appropriate.

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor legal proceedings in which we are a party. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial, mediation or other resolution. We regularly assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases.

Based on consideration of all relevant facts and circumstances, we do not believe the ultimate outcome of any currently pending lawsuit against us will have a material adverse effect upon our operations, financial condition or Consolidated Financial Statements.

~~10.~~11. Shareholders’ Equity and Redeemable Non-controlling Interests

Shareholders’ Equity

Dividend Distributions—The following table summarizes the quarterly dividends paid in the ~~periods~~period presented:

Millions of dollars, except per share amounts

Dividend Per
Ordinary Share

Aggregate
Dividends Paid

Date of Record

Millions of dollars, except per share amounts

Dividend Per
Ordinary Share

Aggregate
Dividends Paid

Date of Record

March 2023 - Quarterly dividend

1.19

389

March 6, 2023

March 2024

1.25

408

March 4, 2024

Share Repurchase Authorization—In May ~~2022,~~2023, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November ~~27,~~ 19, 2024 (“2023 ~~(“2022~~ Share Repurchase Authorization”), which superseded any prior repurchase authorizations. The timing and amount of these repurchases, which are determined based on our evaluation of market conditions and other factors, may be executed from time to time through open market or privately negotiated transactions. The repurchased shares, which are recorded at cost, are classified as Treasury stock and may be retired or used for general corporate purposes, including for various employee benefit and compensation plans.

~~The following table summarizes our share repurchase activity for the periods presented:~~

Millions of dollars, except shares and per share amounts Shares
Repurchased Average
Purchase
Price Total Purchase Price, Including
Commissions and Fees
For three months ended March 31, 2023:
2022 Share Repurchase Authorization 846,500 $ 87.28 $ 74
For three months ended March 31, 2022:
2021 Share Repurchase Authorization 2,073,378 $ 97.70 $ 202

Total cash paid for share repurchases for the three months ended March 31, 2023 and 2022 was $70 million and $217 million, respectively. Cash payments made during the reporting period may differ from the total purchase price, including commissions and fees, due to the timing of payments.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

~~Ordinary Shares—The changes in the outstanding amounts of ordinary shares are as follows:~~

Three Months Ended
March 31,
2023 2022
Ordinary shares outstanding:
Beginning balance 325,723,567 329,536,389
Share-based compensation 516,142 123,550
Employee stock purchase plan 75,392 57,473
Purchase of ordinary shares (846,500) (2,073,378)
Ending balance 325,468,601 327,644,034

~~Treasury Shares—The changes in the amounts of treasury shares held by the Company are as follows:~~

Three Months Ended
March 31,
2023 2022
Ordinary shares held as treasury shares:
Beginning balance 14,698,931 10,675,605
Share-based compensation (516,142) (123,550)
Employee stock purchase plan (75,392) —
Purchase of ordinary shares 846,500 2,073,378
Ending balance 14,953,897 12,625,433

~~Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the three months ended March 31, 2023 and 2022 are presented in the following tables:~~

Millions of dollars Financial
Derivatives Defined Benefit
Pension and Other
Postretirement
Benefit Plans Foreign
Currency
Translation
Adjustments Total
Balance – December 31, 2022 $ (146) $ (182) $ (1,044) $ (1,372)
Other comprehensive income (loss) before reclassifications (35) — 49 14
Tax benefit before reclassifications 9 — 10 19
Amounts reclassified from accumulated other comprehensive loss 40 3 — 43
Tax expense (10) (1) — (11)
Net other comprehensive income 4 2 59 65
Balance – March 31, 2023 $ (142) $ (180) $ (985) $ (1,307)

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Millions of dollars Financial
Derivatives Defined Benefit
Pension and Other
Postretirement
Benefit Plans Foreign
Currency
Translation
Adjustments Total
Balance – December 31, 2021 $ (354) $ (528) $ (921) $ (1,803)
Other comprehensive income (loss) before reclassifications 147 — (14) 133
Tax expense before reclassifications (32) — (11) (43)
Amounts reclassified from accumulated other comprehensive loss (35) 8 — (27)
Tax (expense) benefit 8 (3) — 5
Net other comprehensive income (loss) 88 5 (25) 68
Balance – March 31, 2022 $ (266) $ (523) $ (946) $ (1,735)
The following table summarizes our share repurchase activity for the period presented:


Millions of dollars, except shares and per share amounts	Shares Repurchased	Average Purchase Price		Total Purchase Price, Including Commissions and Fees





For three months ended March 31, 2023:
2022 Share Repurchase Authorization	846,500	$	87.28	$	74

We had no share repurchases for the three months ended March 31, 2024. Total cash paid for the first quarter 2023 was $70 million. Cash payments made during the reporting period may differ from the total purchase price, including commissions and fees, due to the timing of payments.

Ordinary Shares—The changes in the outstanding amounts of ordinary shares are as follows:


	Three Months Ended March 31,
	2024	2023
Ordinary shares outstanding:
Beginning balance	324,483,402	325,723,567
Share-based compensation	803,335	516,142

Employee stock purchase plan	79,096	75,392
Purchase of ordinary shares	—	(846,500)
Ending balance	325,365,833	325,468,601

Treasury Shares—The changes in the amounts of treasury shares held by the Company are as follows:


	Three Months Ended March 31,
	2024	2023
Ordinary shares held as treasury shares:
Beginning balance	15,939,096	14,698,931
Share-based compensation	(803,335)	(516,142)

Employee stock purchase plan	(79,096)	(75,392)
Purchase of ordinary shares	—	846,500

Ending balance	15,056,665	14,953,897

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the three months ended March 31, 2024 and 2023 are presented in the following tables:


Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2023	$	(226)	$	(279)	$	(971)	$	(1,476)
Other comprehensive loss before reclassifications	(12)		—		(43)		(55)
Tax benefit (expense) before reclassifications	2		—		(17)		(15)
Amounts reclassified from accumulated other comprehensive loss	12		4		—		16
Tax expense	(1)		(1)		—		(2)
Net other comprehensive income (loss)	1		3		(60)		(56)
Balance – March 31, 2024	$	(225)	$	(276)	$	(1,031)	$	(1,532)


Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2022	$	(146)	$	(182)	$	(1,044)	$	(1,372)
Other comprehensive (loss) income before reclassifications	(35)		—		49		14
Tax benefit before reclassifications	9		—		10		19
Amounts reclassified from accumulated other comprehensive loss	40		3		—		43
Tax expense	(10)		(1)		—		(11)
Net other comprehensive income	4		2		59		65
Balance – March 31, 2023	$	(142)	$	(180)	$	(985)	$	(1,307)

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The amounts reclassified out of each component of Accumulated other comprehensive loss are as follows:




		Three Months Ended March 31,				Affected Line Item on the Consolidated Statements of Income	Three Months Ended March 31,										Affected Line Item on the Consolidated Statements of Income
Millions of dollars	Millions of dollars	2023		2022
Reclassification adjustments for:	Reclassification adjustments for:
Reclassification adjustments for:
Reclassification adjustments for:
Financial derivatives:	Financial derivatives:

Financial derivatives:
Financial derivatives:
Commodities
Commodities
Commodities										$	1				$	—					Sales and other operating revenue
Commodities	Commodities	$	19	$	(11)			Cost of sales	Commodities	38			19			19				Cost of sales				Cost of sales
Foreign currency	Foreign currency	20		(25)				Interest expense	Foreign currency	(28)			20			20				Interest expense				Interest expense
Interest rates	Interest rates	1		1				Interest expense	Interest rates	1			1			1				Interest expense				Interest expense
Income tax (expense) benefit		(10)		8				Provision for income taxes
Income tax expense									Income tax expense	(1)					(10)						Provision for income taxes
Financial derivatives, net of tax	Financial derivatives, net of tax	30		(27)

Amortization of defined pension items:	Amortization of defined pension items:

Amortization of defined pension items:

Amortization of defined pension items:

Actuarial loss

Actuarial loss

Actuarial loss	Actuarial loss	2		7				Other income, net	3			2		2				Other income, net				Other income, net
Prior service cost	Prior service cost	1		1				Other income, net	Prior service cost	1			1			1				Other income, net				Other income, net
Income tax expense	Income tax expense	(1)		(3)				Provision for income taxes	Income tax expense	(1)			(1)			(1)				Provision for income taxes				Provision for income taxes
Defined pension items, net of tax	Defined pension items, net of tax	2		5

Total reclassifications, before tax	Total reclassifications, before tax	43		(27)
Income tax (expense) benefit		(11)		5				Provision for income taxes

Total reclassifications, before tax

Total reclassifications, before tax
Income tax expense
Income tax expense
Income tax expense										(2)					(11)						Provision for income taxes
Total reclassifications, after tax	Total reclassifications, after tax	$	32	$	(22)			Amount included in net income	Total reclassifications, after tax	$	14		$		$	32			Amount included in net income				Amount included in net income

Redeemable Non-controlling Interests

Our redeemable non-controlling interests relate to shares of cumulative perpetual special stock (“redeemable non-controlling interest stock”) issued by a consolidated subsidiary. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, we had ~~113,466~~113,064 and ~~113,471~~113,075 shares of redeemable non-controlling interest stock outstanding, respectively. These shares may be redeemed at any time at the discretion of the holders.

In February 2024, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, 2024. These dividends totaled $2 million for each of the three months ended March 31, 2024 and 2023.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

In February 2023, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, 2023. These dividends totaled $2 million for each of the three months ended March 31, 2023 and 2022.

~~11.~~12. Per Share Data

Basic earnings per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes the effect of certain stock option and other equity-based compensation awards. Our unvested restricted stock units contain non-forfeitable rights to dividend equivalents and are considered participating securities. We ~~calculate~~compute basic and diluted earnings per share under the two-class method.

Earnings per share data is as follows:


		Three Months Ended March 31,									Three Months Ended March 31,
		2023				2022
	2024												2024		2023
Millions of dollars	Millions of dollars	Continuing Operations		Discontinued Operations		Continuing Operations		Discontinued Operations		Millions of dollars	Continuing Operations	Discontinued Operations		Continuing Operations		Discontinued Operations
Net income (loss)	Net income (loss)	$	475	$	(1)	$	1,321	$	(1)

Dividends on redeemable non-controlling interests

Dividends on redeemable non-controlling interests

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		—		(2)		—
Net income attributable to participating securities	Net income attributable to participating securities	(1)		—		(2)		—
Net income (loss) attributable to ordinary shareholders – basic and diluted	Net income (loss) attributable to ordinary shareholders – basic and diluted	$	472	$	(1)	$	1,317	$	(1)

Millions of shares, except per share amounts	Millions of shares, except per share amounts
Millions of shares, except per share amounts
Millions of shares, except per share amounts
Basic weighted average common stock outstanding
Basic weighted average common stock outstanding
Basic weighted average common stock outstanding	Basic weighted average common stock outstanding	326		326		328		328
Effect of dilutive securities	Effect of dilutive securities	1		1		1		1
Potential dilutive shares	Potential dilutive shares	327		327		329		329

Earnings per share:	Earnings per share:
Earnings per share:
Earnings per share:
Basic
Basic
Basic	Basic	$	1.45	$	—	$	4.01	$	—
Diluted	Diluted	$	1.44	$	—	$	4.00	$	—

2123

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~12.~~13. Segment and Related Information

Our operations are managed by senior executives who report to our Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for each of the segments, and our Chief Executive Officer uses the operating results of each of the operating segments for performance evaluation and resource allocation.

The activities of each of our segments from which they earn revenues and incur expenses are described below:

•Olefins and Polyolefins-Americas (“O~~&P-Americas~~&P-Americas”). Our O&P-Americas segment produces and markets olefins and co-products, polyethylene ~~polypropylene,~~ ~~Catalloy~~and ~~polybutene-1.~~polypropylene.

•Olefins and Polyolefins-Europe, Asia, International (“O~~&P-EAI~~&P-EAI”). Our O&P-EAI segment produces and markets olefins and co-products, polyethylene ~~polypropylene,~~ ~~Catalloy~~and ~~polybutene-1.~~polypropylene.

•Intermediates and Derivatives (“(“I&D”). Our I&D segment produces and markets propylene oxide and its ~~derivatives,~~derivatives; oxyfuels and related ~~products,~~products; and intermediate chemicals such as styrene monomer, acetyls, ethylene oxide and ethylene glycol.

•~~APS.~~Advanced Polymer Solutions (“APS”). Our APS segment produces and markets compounding and solutions, such as polypropylene compounds, engineered plastics, masterbatches, engineered composites, colors and powders.

•Refining. Our Refining segment refines heavy, high-sulfur crude ~~oil~~oils and other crude oils of varied types and sources available on the U.S. Gulf Coast into refined products, including gasoline and distillates.

•Technology. Our Technology segment develops and licenses chemical and polyolefin process technologies and manufactures and sells polyolefin catalysts.

Our chief operating decision maker uses EBITDA as the primary measure for reviewing profitability of our segments, and therefore, we have presented EBITDA for all segments. We define EBITDA as earnings from continuing operations before interest, income taxes, and depreciation and amortization.

“Other” includes intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefit costs other than service costs. Sales between segments are made at prices approximating prevailing market prices.

Summarized financial information concerning reportable segments is shown in the following tables for the periods presented:


		Three Months Ended March 31, 2023
	Three Months Ended March 31, 2024																								Three Months Ended March 31, 2024
Millions of dollars	Millions of dollars	O&P- Americas		O&P- EAI		I&D		APS		Refining		Technology		Other		Total		Millions of dollars	O&P- Americas	O&P- EAI	I&D	APS	Refining	Technology		Other	Total
Sales and other operating revenues:	Sales and other operating revenues:
Customers	Customers	$	1,727	$	2,710	$	2,641	$	995	$	2,057	$	117	$	—	$	10,247
Customers
Customers
Intersegment	Intersegment	1,081		182		41		2		133		22		(1,461)		—
	2,871
Income (loss) from equity investments
		2,808		2,892		2,682		997		2,190		139		(1,461)		10,247
Income (loss) from equity investments		23		1		(6)		(1)		—		—		—		17
EBITDA
EBITDA
EBITDA	EBITDA	541		77		426		(226)		246		73		(6)		1,131
Capital expenditures	Capital expenditures	82		54		179		17		2		17		1		352

2224

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


		Three Months Ended March 31, 2022
	Three Months Ended March 31, 2023																								Three Months Ended March 31, 2023
Millions of dollars	Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total		Millions of dollars	O&P– Americas	O&P– EAI	I&D	APS	Refining	Technology		Other	Total
Sales and other operating revenues:	Sales and other operating revenues:
Customers	Customers	$	2,453	$	3,687	$	3,276	$	1,135	$	2,458	$	148	$	—	$	13,157
Customers
Customers
Intersegment	Intersegment	1,281		239		63		1		262		33		(1,879)		—
		3,734		3,926		3,339		1,136		2,720		181		(1,879)		13,157
	2,808
Income (loss) from equity investments	Income (loss) from equity investments	33		1		(5)		—		—		—		—		29

EBITDA	EBITDA	939		214		546		71		148		103		(1)		2,020
EBITDA
EBITDA
Impairments
Capital expenditures	Capital expenditures	135		89		163		15		14		29		1		446

Acquisition of Joint Venture—In January 2024, we entered into an agreement to acquire a 35% interest in Saudi Arabia-based National Petrochemical Industrial Company (“NATPET”) from Alujain Corporation for approximately $500 million. The ~~following assets are summarized and reconciled~~transaction is expected to ~~consolidated totals~~close in the ~~following table:~~coming months and is subject to regulatory and other customary closing conditions. The joint venture will be included prospectively within our O&P-EAI segment.

Millions of dollars O&P-
Americas O&P-
EAI I&D APS Refining Technology Total
March 31, 2023
Property, plant and equipment, net $ 6,337 $ 1,914 $ 5,800 $ 639 $ 193 $ 518 $ 15,401
Equity investments 2,038 1,663 563 2 — — 4,266
December 31, 2022
Property, plant and equipment, net $ 6,378 $ 1,880 $ 5,728 $ 636 $ 255 $ 510 $ 15,387
Equity investments 2,053 1,655 585 2 — — 4,295
Houston Refinery Operations—Costs incurred for the planned exit from the refinery business are as follows:


	Three Months Ended March 31,			Inception to Date March 31,
Millions of dollars		2024		2023		2024
Accelerated lease amortization costs		$	8	$	51	$	209
Personnel costs		6		16		146
Asset retirement obligation accretion		2		2		13
Asset retirement cost depreciation		20		55		189
Refinery exit costs		$	36	$	124	$	557

Total costs incurred since our decision to exit the refining business through March 31, 2024, were $557 million. Our estimate of total exit costs, inclusive of costs incurred to date, ranges from $560 million to $1,050 million.

In subsequent periods, we expect to incur additional costs primarily consisting of accelerated amortization of operating lease assets of $10 million to $50 million, personnel costs of $15 million to $90 million and other charges of $40 million to $90 million.

In connection with the planned exit from the refinery business, we recorded liabilities for asset retirement obligations of $262 million as of March 31, 2024. We estimate that the Houston refinery’s asset retirement obligations are in the range of $150 million to $450 million.

Segment Structure Changes and Related Goodwill Impairment—Effective January 1, 2023, our Catalloy and polybutene-1 ~~products~~businesses were moved from our APS segment and reintegrated into our O&P-Americas and O&P-EAI segments. Accordingly, on January 1, 2023, we allocated goodwill from our APS segment to our O&P-Americas and O&P-EAI segments of $315 million and $269 million, respectively, based on the relative fair values of the products that were reintegrated compared to the fair value of the APS segment.

As of December 31, 2022, goodwill included in our APS reporting unit was $1,370 million, the majority of which related to the 2018 acquisition of A. Schulman. As of December 31, 2022, a large portion of the APS reporting unit’s fair value was derived from our ~~Catalloy~~ and polybutene-1 products, which had disproportionately low carrying values in comparison to the remaining assets of the reporting unit, which had relatively higher carrying values due to the 2018 purchase price allocation associated with the acquisition of A. Schulman. As a result of the reallocation of goodwill and the change in both fair value and carrying value among reporting units, we ~~determined the APS reporting units goodwill fair value to be $753 million, resulting in~~recognized a non-cash goodwill impairment charge of $252 million in the first quarter of 2023 in our APS segment. Fair values were determined utilizing a discounted cash flow method under the income approach and assumptions including management’s view on long-term growth rates in our industry, discount rates and other assumptions based on a market participant perspective, which are inherently subjective. The fair value of the reporting unit is Level 3 within the fair value hierarchy.

2325

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~Exit of Houston Refinery Operations—~~In April 2022 we announced our decision to cease operation of our Houston refinery no later than the end of 2023 after determining that exiting the refining business is our best strategic and financial path forward. In connection with the planned exit from the refinery business, during the first quarter of 2023 we expensed accelerated lease amortization costs of $51 million, personnel costs of $16 million, asset retirement cost depreciation of $55 million, and asset retirement obligation accretion of $2 million. In subsequent periods, we expect to incur additional costs primarily consisting of accelerated amortization of operating lease assets of $100 million to $200 million, personnel costs of $40 million to $70 million and other charges of $50 million to $100 million. Additionally, we estimate that the Houston refinery’s asset retirement obligations are in the range of $150 million to $450 million. As of March 31, 2023, we recorded asset retirement obligations of $253 million representing our best estimate. We do not anticipate any material cash payments related to the exit of the refinery business to be made in 2023.

A reconciliation of EBITDA to Income from continuing operations before income taxes is shown in the following table for each of the periods presented:

Three Months Ended
March 31,
Millions of dollars 2023 2022
EBITDA:
Total segment EBITDA $ 1,137 $ 2,021
Other EBITDA (6) (1)
Less:
Depreciation and amortization expense (396) (311)
Interest expense (116) (74)
Add:
Interest income 23 2
Income from continuing operations before income taxes $ 642 $ 1,637


	Three Months Ended March 31,
Millions of dollars		2024		2023
EBITDA:
Total segment EBITDA		$	1,055	$	1,137
Other EBITDA		(8)		(6)
Less:
Depreciation and amortization expense		(365)		(396)
Interest expense		(127)		(116)
Add:
Interest income		41		23
Income from continuing operations before income taxes		$	596	$	642

2426

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

This discussion should be read in conjunction with the information contained in ~~our~~the Consolidated Financial Statements, and the accompanying notes elsewhere in this report. Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to LyondellBasell Industries N.V. together with its consolidated subsidiaries (“LyondellBasell N.V.”).

~~Effective January 1, 2023, our~~ ~~Catalloy~~OVERVIEW

In North America, lower costs for natural gas-based feedstocks and ~~polybutene-1 products~~energy benefited olefins and polyolefins margins while regional demand for polyethylene improved. Our North American volumes were ~~moved~~constrained by downtime in olefins, polyolefins, propylene oxide, oxyfuels and acetyls. In Europe, logistics disruptions in the Red Sea restricted competitive imports and led to increased volumes from our ~~Advanced Polymer Solutions (“APS”) segment and reintegrated into~~local assets for both our Olefins ~~and Polyolefins-Americas (“O&P-Americas”) and Olefins and Polyolefins-Europe,~~& Polyolefins Europe, Asia, International ~~(“O&P-EAI”)~~and Intermediates & Derivatives segments. ~~Segment information provided herein has been revised~~Globally, tepid demand for ~~all periods presented~~durable goods continued to ~~reflect these changes.~~challenge volumes and margins for polypropylene and propylene oxide.

~~OVERVIEW~~

We remain committed to our balanced and disciplined capital allocation strategy. During the first quarter of ~~2023, margins~~2024 we used $114 million of cash for operating activities, invested $483 million in ~~our O&P-Americas~~capital expenditures and ~~O&P-EAI segments increased~~returned $408 million to shareholders through dividend payments. The use of cash for operating activities during the quarter was due to a build in working capital primarily driven by ~~lower ethane cost~~higher volumes and prices in ~~the U.S., lower energy costs and moderately improving global demand. We increased global operating rates to align with market conditions. Steady demand for fuels continued to support margins~~most of our segments. Additionally, in ~~our Intermediates and Derivatives and Refining segments.~~

~~During~~ the first quarter of 2023, we generated $482 million in cash from operating activities. We remain committed to a disciplined approach to capital allocation. During the first quarter of 2023, we reinvested $352 million in the businesses through capital expenditures and we paid dividends of $389 million to shareholders and repurchased $70 million worth of our shares. In the first quarter of 20232024, we successfully ~~started up the world's largest PO/TBA plant.~~

~~In March 2023, we announced the decision~~issued $750 million of guaranteed notes to ~~explore strategic options for~~refinance our ~~U.S. Gulf Coast-based ethylene oxide & derivatives (“EO&D”) business as it is not~~2024 maturity at a ~~business where we seek a leading long-term position.~~

lower rate.

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Results of operations for the periods discussed are presented in the table below:


		Three Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,		December 31,		March 31,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2022		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	10,247	$	10,206	$	13,157
Cost of sales	Cost of sales	8,864		9,356		11,136
Impairment		252		—		—
Impairments
Selling, general and administrative expenses	Selling, general and administrative expenses	385		334		328
Research and development expenses	Research and development expenses	33		29		32
Operating income	Operating income	713		487		1,661
Interest expense	Interest expense	(116)		(85)		(74)
Interest income	Interest income	23		16		2
Other income (expense), net	Other income (expense), net	5		(9)		19
Income (loss) from equity investments		17		(20)		29
(Loss) income from equity investments
Income from continuing operations before income taxes	Income from continuing operations before income taxes	642		389		1,637
Provision for income taxes		167		34		316
Provision for (benefit from) income taxes
Income from continuing operations	Income from continuing operations	475		355		1,321
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	(1)		(2)		(1)
Net income	Net income	474		353		1,320
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives	4		(5)		88

Financial derivatives
Financial derivatives
Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans	2		212		5
Foreign currency translations	Foreign currency translations	59		232		(25)
Total other comprehensive income, net of tax		65		439		68
Total other comprehensive (loss) income, net of tax
Comprehensive income	Comprehensive income	$	539	$	792	$	1,388

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RESULTS OF OPERATIONS

Revenues—Revenues remained relatively unchanged in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022.~~2023. Lower volumes driven by ~~lower~~planned and unplanned outages resulted in a 3% decrease in revenues, which was partially offset by a 3% increase in revenues due to higher average sales prices.

Revenues decreased by $322 million, or 3%, in the first quarter of 2024 compared to the first quarter of 2023. Lower average sales prices for many of our products resulted in a 7% decrease in revenues. Higher volumes, driven by improved demand, resulted in a ~~2% decrease~~3% increase in revenues. Favorable foreign exchange impacts resulted in a 2%1% increase ~~in revenues.~~

Revenues decreased by $2,910 million, or 22%, in the first quarter of 2023 compared to the first quarter of 2022. Average sales prices were lower for many of our products as sales prices generally correlate with crude oil prices, which decreased relative to the first quarter of 2022. These lower prices led to a 13% decrease in revenue. Lower volumes driven by lower demand resulted in a 7% decrease in revenues. Unfavorable foreign exchange impacts resulted in a 2% decrease in revenues.

Cost of Sales—Cost of sales decreased by ~~$492~~$177 million, or 5%2%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and by ~~$2,272~~$101 million, or ~~20%~~1%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022. These decreases were~~2023, primarily driven by lower feedstock and energy ~~costs.~~costs, including the impact of our commodity hedges.

~~Impairment~~Impairments—During the fourth quarter of 2023 we recognized non-cash impairment charges of $241 million, primarily consisting of a non-cash impairment charge of $192 million related to our European PO Joint Venture in our I&D segment.

During the first quarter of 2023 we recognized a non-cash goodwill impairment charge of $252 million in our APS segment after the effect of moving our Catalloy and polybutene-1 ~~products~~businesses from our APS segment and reintegrating into our O&P-Americas and O&P-EAI segments. ~~See Note 12 to our Consolidated Financial Statements for additional information.~~

Operating Income—Operating income increased by ~~$226~~$389 million, or ~~46%~~123%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022.~~2023. Operating income in our I&D, O&P-EAI, ~~O&P-Americas, I&D,~~Technology, Refining and ~~Technology~~APS segments increased by ~~$177~~$242 million, ~~$154~~$129 million, ~~$109~~$40 million, $37 million and ~~$11~~$30 million, respectively. These increases were ~~partially~~ offset by ~~decreases~~a decrease in our ~~APS and Refining segments~~O&P-Americas segment of ~~$197 million and $35 million, respectively.~~$88 million.

Operating income ~~decreased by $948 million, or 57%,~~remained relatively unchanged in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~2023. Operating income in our ~~O&P-Americas,~~ APS and Technology segments increased by $260 million and $48 million, respectively. These increases were offset by decreases in our Refining, I&D, O&P-EAI and ~~Technology~~O&P-Americas segments ~~decreased by $383~~of $162 million, ~~$285~~$108 million, ~~$148 million, $142~~$32 million and ~~$32~~$15 million, respectively. ~~These decreases were partially offset by an increase in our Refining segment of $38 million.~~

Results for each of our business segments are discussed further in the ~~Segment Analysis~~“Segment Analysis” section below.

Income Taxes—Our effective income tax rate for the first quarter of ~~2023~~2024 was ~~26.0%~~20.4% compared ~~with 9.0%~~to -3.9% for the fourth quarter of ~~2022. The higher effective tax rate for~~2023. In the ~~first~~fourth quarter of 2023, ~~was primarily attributable to fluctuations in uncertain~~the impact of impairments and a patent box ruling decreased our effective income tax ~~positions of 18.3%~~rate by 15.1% and 7.0%, respectively. These movements were coupled with ~~the first quarter 2023 goodwill impairment, for which there is no~~an increase in our effective income tax ~~benefit,~~rate of ~~6.6%. These increases were~~10.3% related to changes in pre-tax income in countries with varying statutory tax rates partially offset by ~~changes~~fluctuations in foreign exchange gains or losses of ~~6.4%~~5.9%.

~~Our~~, coupled with a 2.1% decrease in our effective income tax ~~results are discussed further~~rate related to changes in ~~Note 8~~pre-tax income in countries with varying statutory tax rates. These decreases were partially offset by a 3.0% increase in our effective income tax rate due to ~~the Consolidated Financial Statements.~~a decrease in exempt income.

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Comprehensive Income—Comprehensive income ~~decreased~~increased by ~~$253~~$308 million in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022,~~2023, primarily due to the ~~decreases in defined pension and other postretirement benefit plans and foreign currency translations gains, offset by an~~ increase in ~~net~~Net income. Comprehensive income decreased by ~~$849~~$122 million in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022,~~2023, primarily due to the ~~decline~~net unfavorable impacts of unrealized changes in ~~net income.~~foreign currency translation adjustments. The ~~activities from the remaining~~ components of ~~Comprehensive~~Other comprehensive income (loss) are discussed below.

Financial derivatives designated as cash flow hedges, primarily our ~~forward-starting interest rate~~commodity swaps, led to an increase in Comprehensive income of $105 million in the first quarter of 2024 compared to the fourth quarter of 2023 reflecting commodity pricing volatility. Financial derivatives designated as cash flow hedges remained relatively unchanged in the first quarter of ~~2023~~2024 compared to the fourth quarter of 2022. Financial derivatives designated as cash flow hedges, primarily our forward-starting interest rate swaps, led to a decrease in Comprehensive income of $84 million in the first quarter of 2023 compared to the first quarter of 2022 due to periodic changes in the benchmark interest rates, combined with lower notional amounts outstanding during the first quarter of 2023.

Defined pension and ~~other~~ postretirement benefit plans led to ~~a decrease in~~an increase of Comprehensive income of ~~$210~~$106 million in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022,~~2023, as the fourth quarter of ~~2022~~2023 reflected annual changes in actuarial assumptions. Defined pension and postretirement benefit plans remained relatively unchanged in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~2023.

Foreign currency ~~translation gains in~~translations decreased Comprehensive income ~~decreased~~ by ~~$173~~$191 million and $119 million in the first quarter of ~~2023~~2024 compared to the fourth and first quarter of ~~2022,~~2023, respectively, primarily due to the ~~weakening~~strengthening of the U.S. dollar relative to the euro, offset by the effective portion of our net investment hedges. Foreign currency translation gains in Comprehensive income increased by $84 million in the first quarter of 2023 compared to the first quarter of 2022, primarily due to the strengthening of the U.S. dollar relative to the euro.

~~See Notes 7 and 10 to our Consolidated Financial Statements for further discussions.~~

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Segment Analysis

We use earnings from continuing operations before interest, income taxes, and depreciation and amortization (“EBITDA”) as our measure of profitability for segment reporting purposes. This measure of segment operating results is used by our chief operating decision maker to assess the performance of and allocate resources to our operating segments. Intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefits other than service costs are included in “Other”. ~~For additional information related to our operating segments, as well as~~See the table below for a reconciliation of EBITDA to its nearest generally accepted accounting principles (“GAAP”) ~~measure,~~measure.

The following table presents the reconciliation of Net Income ~~from continuing operations before income taxes, see Note 12~~ to ~~our Consolidated Financial Statements.~~EBITDA for each of the periods presented:


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2024		2023		2023
Net income	$	473	$	185	$	474
Loss from discontinued operations, net of tax	1		1		1
Income from continuing operations	474		186		475
Provision for (benefit from) income taxes	122		(7)		167
Depreciation and amortization	365		380		396
Interest expense, net	86		80		93
EBITDA	$	1,047	$	639	$	1,131

Our continuing operations are managed through six reportable segments: O&P-Americas, O&P-EAI, I&D, APS, Refining and Technology.

Revenues and ~~the components of EBITDA~~other information by segment for the periods presented are reflected in the ~~table~~tables below:


		Three Months Ended
		March 31,		December 31,		March 31,
		Three Months Ended
		Three Months Ended
		Three Months Ended
	March 31,									March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2023		2022		2022		Millions of dollars	2024		2023		2023
Sales and other operating revenues:	Sales and other operating revenues:
O&P-Americas segment
O&P-Americas segment
O&P-Americas segment	O&P-Americas segment	$	2,808	$	2,818	$	3,734
O&P-EAI segment	O&P-EAI segment	2,892		2,523		3,926
I&D segment	I&D segment	2,682		2,562		3,339
APS segment	APS segment	997		901		1,136
Refining segment	Refining segment	2,190		2,633		2,720
Technology segment	Technology segment	139		145		181
Other, including intersegment eliminations	Other, including intersegment eliminations	(1,461)		(1,376)		(1,879)
Total	Total	$	10,247	$	10,206	$	13,157
Operating income (loss):	Operating income (loss):
O&P-Americas segment	O&P-Americas segment	$	371	$	217	$	754
O&P-Americas segment
O&P-Americas segment
O&P-EAI segment	O&P-EAI segment	21		(156)		163
I&D segment	I&D segment	320		211		468
APS segment	APS segment	(247)		(50)		38
Refining segment	Refining segment	186		221		148
Technology segment	Technology segment	61		50		93
Other, including intersegment eliminations	Other, including intersegment eliminations	1		(6)		(3)
Total	Total	$	713	$	487	$	1,661
Depreciation and amortization:
O&P-Americas segment		$	144	$	149	$	144
O&P-EAI segment		48		35		47
I&D segment		110		87		81
APS segment		22		24		29
Refining segment		61		28		—
Technology segment		11		11		10
Total		$	396	$	334	$	311

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	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2024		2023		2023
Depreciation and amortization:
O&P-Americas segment	$	151	$	152	$	144
O&P-EAI segment	52		59		48
I&D segment	100		110		110
APS segment	20		28		22
Refining segment	31		23		61
Technology segment	11		8		11
Total	$	365	$	380	$	396





Income (loss) from equity investments:
O&P-Americas segment	$	9	$	8	$	23
O&P-EAI segment	(32)		(34)		1
I&D segment	(4)		(5)		(6)
APS segment	—		—		(1)
Total	$	(27)	$	(31)	$	17
Other income (expense), net:
O&P-Americas segment	$	5	$	—	$	3
O&P-EAI segment	5		(10)		7
I&D segment	4		(2)		2
APS segment	2		1		—
Refining segment	—		—		(1)
Technology segment	(2)		—		1
Other, including intersegment eliminations	(9)		(14)		(7)
Total	$	5	$	(25)	$	5
EBITDA:
O&P-Americas segment	$	521	$	604	$	541
O&P-EAI segment	14		(125)		77
I&D segment	312		73		426
APS segment	35		12		(226)
Refining segment	55		10		246
Technology segment	118		77		73
Other, including intersegment eliminations	(8)		(12)		(6)
Total	$	1,047	$	639	$	1,131

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Three Months Ended
March 31, December 31, March 31,
Millions of dollars 2023 2022 2022
Income (loss) from equity investments:
O&P-Americas segment $ 23 $ 17 $ 33
O&P-EAI segment 1 (29) 1
I&D segment (6) (8) (5)
APS segment (1) — —
Total $ 17 $ (20) $ 29
Other income (expense), net:
O&P-Americas segment $ 3 $ 1 $ 8
O&P-EAI segment 7 2 3
I&D segment 2 1 2
APS segment — — 4
Refining segment (1) — —
Technology segment 1 (2) —
Other, including intersegment eliminations (7) (11) 2
Total $ 5 $ (9) $ 19
EBITDA:
O&P-Americas segment $ 541 $ 384 $ 939
O&P-EAI segment 77 (148) 214
I&D segment 426 291 546
APS segment (226) (26) 71
Refining segment 246 249 148
Technology segment 73 59 103
Other, including intersegment eliminations (6) (17) (1)
Total $ 1,131 $ 792 $ 2,020

Olefins and ~~Polyolefin-Americas~~Polyolefins-Americas Segment

Overview—~~EBITDA in the first quarter of 2023 increased compared to the fourth quarter of 2022 driven by improvements in olefins and polyethylene margins.~~ EBITDA decreased in the first quarter of 2024 compared to the fourth quarter of 2023, primarily due to the absence of a LIFO inventory valuation benefit recognized in the fourth quarter of 2023. EBITDA decreased in the first quarter of 2024 relative to the first quarter of ~~2022 primarily~~2023 driven by lower ~~margins across most businesses.~~income from equity investments and decreased polymer margins.

Ethylene Raw Materials—Ethylene and its co-products are produced from two major raw material groups:

•natural gas liquids (“NGLs”), principally ethane and propane, the prices of which are generally affected by natural gas prices; and

•crude oil-based liquids (“liquids” or “heavy liquids”), including naphtha, condensates and gas oils, the prices of which are generally related to crude oil prices.

We have flexibility to vary the raw material mix and process conditions in our U.S. olefins plants in order to maximize profitability as market prices fluctuate for both feedstocks and products. Although prices of crude-based liquids and natural gas liquids are generally related to crude oil and natural gas prices, during specific periods the relationships among these materials and benchmarks may vary significantly. ~~In the first quarter of 2023, and the first and fourth quarters of 2022,~~Ethane represented approximately ~~65% to 70%~~75% of the raw materials used in our North American crackers ~~was ethane.~~

~~Table~~during the first quarter of ~~Contents~~

2024 and the fourth quarter of 2023 and, approximately 65% in the first quarter of 2023.

The following table sets forth selected financial information for the O&P-Americas segment including Income from equity investments, which is a component of EBITDA:


		Three Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,		December 31,		March 31,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2022		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	2,808	$	2,818	$	3,734
Income from equity investments	Income from equity investments	23		17		33
EBITDA	EBITDA	541		384		939

Revenue—Revenues for our O&P-Americas segment remained relatively unchanged in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and ~~decreased~~increased by ~~$926~~$63 million, or ~~25%~~2%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~

2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—Revenue ~~decreased~~increased by 6%8% as a result of ~~lower co-product sales volumes. Higher~~higher polymer average sales prices ~~resulted in a revenue increase of 6% primarily~~ driven by ~~improving demand~~supply disruptions caused by unusually cold temperatures in the Gulf Coast. Lower sales volume driven by planned and ~~lower industry supply due~~unplanned outages led to ~~outages.~~

an 8% decrease in revenue.

First quarter of ~~2023~~2024 versus first quarter of ~~2022~~2023—~~Lower average sales prices across all products~~Higher co-product and polyethylene volumes resulted in a ~~27% decrease~~3% increase in revenue primarily driven by increased ~~market supply. Higher~~demand. Lower average polymer sales ~~volumes~~prices resulted in a ~~revenue increase of 2% as a result of higher co-products sales.~~

1% decrease in revenue.

EBITDA—EBITDA ~~increased~~decreased by ~~$157~~$83 million, or ~~41%~~14%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and ~~decreased~~ by ~~$398~~$20 million, or ~~42%~~4%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~

2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—During the fourth quarter of 2023 we recognized a $73 million LIFO inventory benefit. The absence of a similar benefit in the first quarter of 2024 resulted in a 12% decrease in EBITDA. Lower olefin results led to an 8% decrease in EBITDA due to lower volumes from planned and unplanned outages. Higher ~~olefins~~polymer results led to a ~~40%~~5% increase in EBITDA primarily driven by an increase in polyethylene margins due to higher average sales prices and lower ethylene costs.

Table of Contents

First quarter of 2024 versus first quarter of 2023—Lower income from equity investments led to a 2% decrease in EBITDA mainly attributable to lower polypropylene margins ~~as a result of lower feedstock and energy cost. Higher polyethylene~~at our joint venture in Mexico. Lower polymer results led to a 12% increase in EBITDA due to higher margins driven by higher average sales prices. Lower polypropylene results led to a 14% decrease in EBITDA driven by a decrease in spreads resulting from increased industry supply and weak demand for durable goods.

~~First quarter of 2023 versus first quarter of 2022—Lower polyethylene results led to a 15%~~2% decrease in EBITDA primarily driven by lower margins as a result of lower average sales prices. Lower olefins results led to a 13% decrease in EBITDA due to lower margins driven by a decline in the average sales price of ethylene partially offset by lower feedstock costs. Lower polypropylene results led to a 13% decrease in EBITDA driven by a decrease in margin as a result of lower spreads due to increased industry supply and lower demand.margins.

Olefins and ~~Polyolefin-Europe,~~Polyolefins-Europe, Asia, International Segment

Overview—EBITDA increased in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022 primarily~~2023, due to ~~improved olefins margins, increased polymer~~higher volumes and ~~higher income from equity investments.~~margins across most businesses. EBITDA decreased in the first quarter of ~~2023~~2024 relative to the first quarter of ~~2022~~2023 primarily asdue to a ~~result of~~decrease in income from equity investments and lower ~~polymers~~polymer margins.

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately 65% to 70% of the raw materials used in the first quarter of ~~2023~~2024, and ~~65%~~the fourth and ~~75% used in the~~ first ~~and fourth~~ quarters of ~~2022, respectively.~~2023.

~~Table of~~ ~~Contents~~

The following table sets forth selected financial information for the O&P-EAI segment including ~~Income~~(Loss) income from equity investments, which is a component of EBITDA:


		Three Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,		December 31,		March 31,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2022		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	2,892	$	2,523	$	3,926
(Loss) income from equity investments	(Loss) income from equity investments	1		(29)		1
EBITDA	EBITDA	77		(148)		214

Revenue—Revenues increased by ~~$369~~$333 million, or ~~15%~~14%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and decreased by ~~$1,034~~$147 million, or ~~26%~~5%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—Higher volumes resulted in a revenue increase of ~~14%~~11% primarily due to ~~higher~~an increase in demand. Higher average sales prices resulted in a 2% increase in revenue reflecting increased demand from the impacts of the Red Sea logistics disruption which restricted competitive imports and increased restocking activities. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

First quarter of 2024 versus first quarter of 2023—Lower average sales prices and volumes resulted in a decrease of 6% and 1%, respectively, due to lower demand. Favorable foreign exchange impacts resulted in a revenue increase of ~~5%. Lower average sales prices resulted in a 4% decrease in revenue as sales prices generally correlate with crude oil prices, which on average, decreased compared to the fourth quarter of 2022.~~

~~First quarter of 2023 versus first quarter of 2022~~—Lower average sales prices resulted in a 16% decrease in revenue as sales prices generally correlate with crude oil prices, which on average, decreased compared to the first quarter of 2022. Lower volumes resulted in a revenue decrease of 6% primarily due to lower demand. Unfavorable foreign exchange impacts resulted in a revenue decrease of 4%2%.

EBITDA—EBITDA increased by ~~$225~~$139 million, or ~~152%~~111%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and decreased by ~~$137~~$63 million, or ~~64%~~82%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~

2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—~~Higher olefins results led to~~During the fourth quarter of 2023 we recognized a ~~61%~~non-cash impairment charge of $38 million. The absence of a similar charge in the first quarter of 2024 resulted in a 30% increase in EBITDA. First quarter 2024 logistic disruptions in the Red Sea resulted in higher demand for our products. This drove a 54% increase in EBITDA in our polymer results and a 38% increase in olefins results primarily driven by higher ~~margins as a result~~volumes.

First quarter of ~~lower energy costs. Higher polyolefins results led to a 28% increase~~2024 versus first quarter of 2023—A decrease in ~~EBITDA primarily driven by higher volumes due to increased demand. Improved~~ income from our equity investments led to ~~an increase~~a decline in EBITDA of ~~20% mainly attributable~~42% due to the absence of a gain on sale of asset recognized by one of our joint ventures in ~~Europe. During the fourth quarter of 2022 we recognized last-in, first out (“LIFO”) inventory valuation charges of $56 million. The absence of similar charges~~Europe in the first quarter of ~~2023 resulted in a 38% increase in EBITDA.~~

~~First quarter of 2023 versus first quarter of 2022~~—2023. Lower polymer results led to ~~an 84%~~a 27% decrease in EBITDA primarily driven by decreased margins resulting from lower ~~polyolefins spreads reflecting~~product prices due to weak demand. ~~Higher olefins results led to a 21% increase in EBITDA, which was primarily driven by higher margins resulting from lower feedstock costs which outpaced decreased ethylene prices.~~

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Intermediates and Derivatives Segment

Overview—~~EBITDA increased~~During the fourth quarter of 2023 we recognized a non-cash impairment related to our European PO joint venture and LIFO inventory valuation charges. Similar charges were not recognized in the first quarter of ~~2023 compared to the fourth quarter of 2022, primarily driven by improved margins for oxyfuels and related products.~~2024. EBITDA decreased in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022,~~2023, primarily ~~driven by a decrease in margins for propylene oxide and derivatives and intermediate chemicals, partially offset by margin improvements for oxyfuels and related products.~~due to lower results across most businesses.

The following table sets forth selected financial information for the I&D segment including ~~Income~~Loss from equity investments, which is a component of EBITDA:


		Three Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,		December 31,		March 31,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2022		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	2,682	$	2,562	$	3,339
Loss from equity investments	Loss from equity investments	(6)		(8)		(5)
EBITDA	EBITDA	426		291		546

Revenue—Revenues ~~increased~~decreased by ~~$120~~$75 million, or 5%3%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and ~~decreased~~ by ~~$657~~$96 million, or ~~20%~~4%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—Sales volumes decreased due to unplanned downtime resulting in a 7% decrease in revenue. Higher average sales prices resulted in a 2%4% increase in ~~revenue. Favorable foreign exchange impacts resulted in a 2% increase in revenue. Sales volumes improved~~revenue driven primarily by intermediate chemicals products resulting ~~in a 1% increase in revenue.~~from tight market supply.

First quarter of ~~2023~~2024 versus first quarter of ~~2022~~2023—Lower average sales prices resulted in a 9% decrease in revenue driven by ~~lower pricing in PO derivatives, acetyls~~oxyfuels and ~~styrene~~related products as a result of ~~higher market supply.~~lower gasoline premiums. Sales volumes ~~decreased~~increased resulting in a ~~9% reduction~~4% increase in revenue due to ~~lower demand. Unfavorable~~additional PO/TBA capacity. Favorable foreign exchange impacts resulted in a revenue ~~decrease~~increase of 2%1%.

EBITDA—EBITDA increased by ~~$135~~$239 million, or ~~46%~~327%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and decreased by ~~$120~~$114 million, or ~~22%~~27%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—~~EBITDA improved 25% as a result of higher oxyfuels and related products results driven by increased margins as a result of higher blend premiums and a tight gasoline market.~~ During the fourth quarter of ~~2022~~2023, we recognized a ~~$26 million~~non-cash impairment charge related to our equity investment in the European PO joint venture and LIFO inventory valuation ~~charge.~~charges of $192 million and $97 million, respectively. The absence of a similar ~~charge~~charges in the first quarter of ~~2023~~2024 resulted in ~~a 9%~~an increase in EBITDA.

First quarter of 2024 versus first quarter of 2023—Intermediate chemicals results declined, resulting in a 10% decrease in EBITDA primarily driven by lower volumes from unplanned acetyls downtime. Propylene oxide and derivatives results drove a ~~3% increase in EBITDA primarily as a result of increased volumes. Favorable foreign exchange impacts resulted in a 2% increase in EBITDA.~~

~~First quarter of 2023 versus first quarter of 2022—Propylene oxide and derivatives results drove a 31%~~9% decrease in EBITDA as ~~margins declined due to~~ lower ~~demand. Intermediate chemicals results declined, resulting in a 20% decrease in EBITDA, primarily driven by lower margins due to lower average sales prices from higher market supply. Oxyfuels~~demand pressured margins. Lower oxyfuels and related products results led to an EBITDA ~~increase~~decrease of ~~26%~~3% driven primarily by ~~margin improvements resulting from higher~~lower margins due to lower blend ~~premiums and strong gasoline crack spreads.~~premiums.

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Advanced Polymer Solutions Segment

Overview—EBITDA ~~decreased~~increased in the first quarter of ~~2023~~2024 relative to the fourth quarter of ~~2022 and~~2023 primarily due to higher sales volumes. During the first quarter of ~~2022 primarily due to the recognition of~~2023 we recognized a non-cash goodwill impairment charge inof $252 million, no similar charges were recognized during the first quarter of ~~2023. See Note 12 to our Consolidated Financial Statements for additional information.~~2024.

The following table sets forth selected financial information for the APS segment including ~~Income~~Loss from equity investments, which is a component of EBITDA:


		Three Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,		December 31,		March 31,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2022		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	997	$	901	$	1,136
Loss from equity investments	Loss from equity investments	(1)		—		—
EBITDA	EBITDA	(226)		(26)		71

Revenue—Revenues increased by ~~$96~~$123 million, or ~~11%~~15%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and decreased by ~~$139~~$32 million, or ~~12%~~3%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—Sales volumes increased resulting in a ~~10%~~12% increase in revenue stemming from higher demand. ~~Foreign~~Average sales price increased resulting in a 2% increase in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 2%1%.

First quarter of 2024 versus first quarter of 2023—Average sales price decreased resulting in ~~a 1%~~an 8% decrease in revenue.

~~First quarter of 2023 versus first quarter of 2022~~—Sales volumes ~~decreased~~increased resulting in a ~~5% decrease~~4% increase in revenue ~~stemming from lower~~due to higher demand. ~~Average sales price decreased resulting in a 5% decrease in revenue. Unfavorable~~Favorable foreign exchange impacts resulted in a revenue ~~decrease~~increase of 2%1%.

EBITDA—EBITDA ~~decreased~~increased by ~~$200~~$23 million or 192% in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and by ~~$297~~$261 million or 115% in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~2023.

First quarter of 2024 versus fourth quarter of 2023—EBITDA increased primarily due to higher volumes as a result of seasonal demand.

First quarter of 2024 versus first quarter of 2023—During the first quarter of 2023 we recognized a non-cash goodwill impairment charge of $252 million after the effect of moving our Catalloy and polybutene-1 ~~products~~businesses from our APS segment and reintegrating them into our O&P-Americas and O&P-EAI segments. ~~See Note 12 to our Consolidated Financial Statements for additional information.~~

~~First quarter of 2023 versus fourth quarter of 2022~~—Margins in the first quarter of 2023 improved compared to the fourth quarter of 2022, due to higher sales prices resulting in an EBITDA improvement of 100%. During the fourth quarter of 2022 we recognized a $21 million LIFO inventory valuation charge. The absence of a similar charge in the first quarter of 2023 resulted in an 81% increase in EBITDA compared to the fourth quarter of 2022. The remaining change was primarily due to the recognition of the non-cash goodwillthis impairment charge in the first quarter of ~~2023, discussed above.~~

~~First quarter of 2023 versus first quarter of 2022— Margins in~~2024 was the ~~first quarter of 2023 decreased compared to~~primary driver for the ~~first quarter of 2022, primarily due to higher production and raw material costs resulting a 31% decrease in EBITDA. Lower volumes resulted in a 24% decrease in~~improved EBITDA ~~as a result of a decrease in demand. The remaining change was primarily due to the recognition of the non-cash goodwill impairment charge in the first quarter of 2023, discussed above.~~

results.

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Refining Segment

Overview—EBITDA ~~remained relatively unchanged~~increased in the first quarter of ~~2023 relative~~2024 compared to the fourth quarter of ~~2022 primarily~~2023 due to the absence of a LIFO inventory valuation ~~benefit~~charge recognized in the fourth quarter of ~~2022~~2023, partially offset by ~~higher~~a decrease in margins as the impact of commodity hedges more than offset improvement in Maya 2-1-1 margins. EBITDA ~~increased~~decreased in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022~~2023 primarily due to ~~higher~~lower margins.

The following table sets forth selected financial information and heavy crude oil processing rates for the Refining segment and the U.S. refining market margins for the applicable periods. “Brent” is a light sweet crude oil and is one of the main benchmark prices for purchases of oil worldwide. “Maya” is a heavy sour crude oil grade produced in Mexico that is a relevant benchmark for heavy sour crude oils in the U.S. Gulf Coast market. References to industry benchmarks for refining market margins are to industry prices reported by Platts, a division of S&P Global.


		Three Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,		December 31,		March 31,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2022		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	2,190	$	2,633	$	2,720
EBITDA	EBITDA	246		249		148

Thousands of barrels per day	Thousands of barrels per day
Thousands of barrels per day
Thousands of barrels per day
Heavy crude oil processing rates
Heavy crude oil processing rates
Heavy crude oil processing rates	Heavy crude oil processing rates	226		229		255

Market margins, dollars per barrel	Market margins, dollars per barrel
Market margins, dollars per barrel
Market margins, dollars per barrel
Brent - 2-1-1
Brent - 2-1-1
Brent - 2-1-1	Brent - 2-1-1	$	29.44	$	31.11	$	22.31
Brent - Maya differential	Brent - Maya differential	19.39		17.01		8.51
Total Maya 2-1-1	Total Maya 2-1-1	$	48.83	$	48.12	$	30.82

Revenue—Revenues decreased by ~~$443~~$310 million, or ~~17%~~13%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and by ~~$530~~$100 million, or ~~19%~~5%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~

2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—~~Sales volumes declined resulting in a 10% decrease in revenue due to unplanned downtime.~~ Lower product prices led to a revenue decrease of 7%9% due to an average Brent crude oil price decrease of approximately ~~$6.38~~$0.84 per barrel.

Lower sales volumes due to planned and unplanned outages led to a 4% decline in revenue.

First quarter of ~~2023~~2024 versus first quarter of ~~2022~~2023—~~Sales volumes decreased resulting in a 14% decrease in revenue due to unplanned downtime.~~ Lower product prices led to a revenue decrease of 5%8% due to anlower average ~~Brent crude oil price decrease~~sales prices reflecting lower margins on refined products. Sales volumes were higher in the first quarter of ~~approximately $15.16 per barrel.~~

2024 as the first quarter of 2023 includes the effects of rebuilding inventory levels following the fourth quarter of 2022 unplanned downtime. This volume variance resulted in a 3% increase in revenue.

EBITDA—EBITDA ~~decreased~~increased by $3$45 million, or 1%450%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and ~~increased~~decreased by ~~$98~~$191 million, or ~~66%~~78%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~

2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023—During the fourth quarter of ~~2022~~2023 we recognized a LIFO inventory ~~benefit~~charges of ~~$40 million. The absence of a~~$42 million, no similar ~~benefit~~charges were recognized in the first quarter of ~~2023~~2024. Margin changes resulted in ~~a 16%~~an EBITDA decrease of 60% in ~~EBITDA. Lower volumes as a result of unplanned downtime resulted in a 6% decrease in EBITDA. Increased margins primarily driven by higher by-product crack spreads resulted in a 19% increase in EBITDA.~~

~~First quarter of 2023 versus~~the first quarter of ~~2022—Margin improvement drove a 135% increase in EBITDA primarily due to~~2024. Despite an increase in the Maya 2-1-1 ~~market margin.~~industry crack spread of approximately $7 per barrel to $34 per barrel in the first quarter, the mark-to-market impact of our commodity hedges offset this benefit. For additional information related to our financial instruments, see Note 8 to the Consolidated Financial Statements.

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First quarter of 2024 versus first quarter of 2023—Lower margins drove a 90% decrease in EBITDA ~~decreased 22% as a result of~~primarily due to a decrease in ~~volumes~~the Maya 2-1-1 industry crack spread of approximately $15 per barrel driven by lower Maya crude differential resulting from a decrease in heavy crude supply. Lower volumes due to planned and unplanned ~~downtime. Additionally, higher~~downtime resulted in a 9% decrease in EBITDA. A decrease in costs incurred related to our planned exit from the refining business in the first quarter of ~~2023 resulted in a 47% decrease in EBITDA~~2024 compared to the first quarter of ~~2022. See Note 12 to the Consolidated Financial Statements for additional information regarding our planned exit of the refining business.~~2023 resulted in a 22% increase in EBITDA.

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Technology Segment

Overview—EBITDA increased in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022 primarily due to the absence of a LIFO inventory valuation charge recognized in the fourth quarter of 2022. EBITDA decreased~~2023 and in the first quarter of ~~2023~~2024 relative to the first quarter of ~~2022~~2023 primarily ~~driven by lower catalyst volumes.~~due to licensing results.

The following table sets forth selected financial information for the Technology segment:


		Three Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,		December 31,		March 31,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2022		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	139	$	145	$	181
EBITDA	EBITDA	73		59		103

Revenue—Revenues ~~decreased~~increased by $6$40 million, or 4%26%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and by ~~$42~~$53 million, or ~~23%~~38%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~

2023.

First quarter of ~~2023~~2024 versus fourth quarter of ~~2022~~2023— ~~Licensing~~Higher licensing revenues ~~decreased by 7% as fewer~~resulting from more contracts ~~reached~~reaching significant milestones ~~during the quarter. Changes~~drove a 28% increase in ~~average~~revenue. Favorable foreign exchange impacts increased revenue by 1%. Lower catalyst ~~sales price~~volume resulted in a ~~revenue decrease of 2%. A favorable foreign exchange impact increased revenue by 5%.~~

~~First quarter of 2023 versus first quarter of 2022— Lower catalyst volumes resulted in a 18%~~3% decrease in revenue primarily driven by weaker demand. ~~Changes~~

First quarter of 2024 versus first quarter of 2023—Higher licensing revenues resulting from more contracts reaching significant milestones drove a 30% increase in revenue. Higher catalyst volumes resulted in a 5% increase in revenue primarily driven by higher demand. Favorable foreign exchange impacts increased revenue by 2%. Higher average catalyst sales price resulted in a ~~2% decrease~~1% increase in revenue. Unfavorable foreign exchange impacts resulted in a 2% decrease in revenue. Lower licensing revenues resulting from fewer contracts reaching significant milestones drove a 1% decrease in revenue.

revenues.

EBITDA—EBITDA increased by ~~$14~~$41 million, or ~~24%~~53%, in the first quarter of ~~2023~~2024 compared to the fourth quarter of ~~2022~~2023 and ~~decreased~~ by ~~$30~~$45 million, or ~~29%~~62%, in the first quarter of ~~2023~~2024 compared to the first quarter of ~~2022.~~

~~First quarter of 2023 versus fourth quarter of 2022—Higher catalyst margins and favorable foreign exchange impacts resulted in~~2023. Licensing results led to a ~~12% and 10%~~56% increase in EBITDA ~~respectively, compared to~~in the fourth quarter of 2022. Lower licensing revenues resulting from fewer contracts reaching significant milestones led to a 20% decrease in EBITDA. The remaining change was due to the fourth quarter of 2022 LIFO inventory valuation charge.

~~First quarter of 2023 versus~~ first quarter of ~~2022— Lower catalyst volumes driven by lower demand resulted in an EBITDA decrease~~2024 compared to both the fourth and first quarters of ~~26%. Unfavorable foreign exchange impacts resulted in an EBITDA decrease~~2023, as a result of ~~3%.~~more contracts with higher average values reaching significant milestones.

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FINANCIAL CONDITION

Operating, investing and financing activities of continuing operations, which are discussed below, are presented in the following table:


		Three Months Ended March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2023		2022		Millions of dollars	2024	2023
Cash provided by (used in):	Cash provided by (used in):
Operating activities	Operating activities	$	482	$	1,502
Operating activities
Operating activities
Investing activities	Investing activities	(371)		(456)
Financing activities	Financing activities	(477)		(713)

Operating Activities—Cash used in operating activities of $114 million in the first quarter of 2024 primarily reflected earnings adjusted for non-cash items and cash used by the main components of working capital—Accounts receivable, Inventories, and Accounts payable.

In the first quarter of 2024, the main components of working capital used $629 million of cash primarily driven by increases in Accounts receivable due to higher volumes and prices across most of our segments.

Cash provided by operating activities of ~~$482~~$482 million in the first quarter of 2023 primarily reflected earnings adjusted for non-cash items and cash used by the main components of working ~~capital—Accounts receivable, Inventories, and Accounts payable.~~capital.

In the first quarter of 2023, the main components of working capital used $558 million of cash driven primarily by increases in Accounts receivable and Inventories. The increase in Accounts receivable was primarily driven by higher volumes and average sales prices in our O&P-EAI, I&D and APS segments. The increase in Inventories was primarily due to inventory build associated with the timing of the start-up of our PO/TBA plant in Houston, TX as well as planned and unplanned outages.

~~Cash~~ ~~provided~~ ~~by operating activities of $1,502 million in the first quarter of 2022 primarily reflected earnings adjusted for non-cash items and cash used by the main components of working capital.~~

In the first quarter of 2022, the main components of working capital used $22 million of cash driven primarily by an increase in Inventories and Accounts receivable, partially offset by an increase in Accounts payable. The increase in Inventories was primarily due to an increase in raw material costs coupled with an increase in inventory in anticipation of turnaround activity in the I&D segment. The increase in Accounts receivable was driven by higher revenues across several of our businesses primarily driven by higher volumes and higher average sales prices. The increase in Accounts payable was primarily driven by increases in our Refining and O&P-Americas segments as a result of increased raw material and energy costs.

Investing Activities—Capital expenditures in the first quarter of ~~2023~~2024 totaled ~~$352~~$483 million compared to ~~$446~~$352 million in the first quarter of ~~2022. Approximately 45% and 40% of our capital expenditures in~~2023. During the first quarter of 2024 and 2023, approximately 80% and ~~2022,~~55% of the expenditures support sustaining maintenance, respectively, ~~was for profit-generating growth projects, primarily our PO/TBA plant,~~ with the remaining expenditures supporting ~~sustaining maintenance. See Note 12 to the Consolidated Financial Statements~~profit-generating growth projects. Capital expenditures in first quarter of 2023 included spending for ~~additional information regarding capital expenditures by segment.~~our PO/TBA plant.

Financing Activities—We made dividend payments totaling ~~$389~~$408 million and ~~$371~~$389 million in the first quarter of 2024 and 2023, ~~and 2022,~~ respectively. ~~Additionally,~~We had no share repurchases in the first quarter of ~~2023~~2024 and ~~2022,~~ we made payments of $70 million ~~and $217 million~~ to repurchase outstanding ordinary shares ~~respectively.~~

Inin the first quarter of ~~2022,~~2023.

In February 2024, we ~~made net repayments~~issued $750 million of ~~$169~~5.5% guaranteed notes due 2034. In March 2024, we repaid the $775 million ~~related~~remaining of outstanding principal on our 5.75% senior notes due 2024. For additional detail see Note 7 to the ~~issuance and repurchase of commercial paper instruments under our commercial paper program.~~Consolidated Financial Statements.

~~In the first quarter of 2022, we~~ ~~received a return of collateral of $51 million, related to the positions held with our counterparties for certain forward-starting interest rate swaps.~~

~~Table of~~ ~~Contents~~

Liquidity and Capital Resources

Overview

We plan to fund our working capital, capital expenditures, debt service, dividends and other cash requirements with our current available liquidity and cash from operations, which could be affected by general economic, financial, competitive, legislative, regulatory, business and other factors, many of which are beyond our control. Debt repayment, and the purchase of shares under our share repurchase authorization, may be funded from cash and cash equivalents, cash from ~~our~~ short-term investments, cash from operating activities, proceeds from the issuance of debt, or a combination thereof.

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As part of our overall capital allocation strategy, we plan to provide returns to shareholders in the form of dividends and share repurchases. Barring any significant or unforeseen business challenges, mergers or acquisitions, over the long-term, we are targeting shareholder returns of 70% of free cash flow, defined as net cash provided by operating activities less capital expenditures. We intend to continue to declare and pay quarterly dividends, with the goal of increasing the dividend over time, after giving consideration to our cash balances and expected results from operations. Our focus on funding our dividends while remaining committed to a strong investment grade balance sheet continues to be the foundation of our capital allocation strategy.

Cash and Liquid Investments

As of March 31, ~~2023,~~2024, we had Cash and cash equivalents totaling ~~$1,790~~$2,314 million, which includes ~~$734~~$1,524 million in jurisdictions outside of the U.S., the majority of which is held within the European Union and the United Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

Credit Arrangements

At March 31, ~~2023,~~2024, we had total debt, including current maturities, of ~~$11,376~~$11,194 million. Additionally, we had ~~$198~~$143 million of outstanding letters of credit, bank guarantees and surety bonds issued under uncommitted credit ~~facilities to support trade payables and other obligations.~~facilities.

We had total unused availability under our credit facilities of ~~$3,950~~$4,150 million at March 31, ~~2023,~~2024, which included the following:

•$~~3,050~~3,250 million under our $3,250 million Senior Revolving Credit Facility, which backs our $2,500 million commercial paper program. Availability under this facility is net of outstanding borrowings, outstanding letters of credit provided under the facility and notes issued under our commercial paper program. At March 31, ~~2023,~~2024, we had ~~$200 million of~~no outstanding commercial paper ~~net of discount,~~ and no borrowings or letters of credit outstanding under this facility; and

•$900 million under our $900 million U.S. Receivables Facility. Availability under this facility is subject to a borrowing base of eligible receivables, which is reduced by outstanding borrowings and letters of credit, if any. At March 31, ~~2023,~~2024, we had no borrowings or letters of credit outstanding under this facility.

At any time and from time to time, we may repay or redeem our outstanding debt, including purchases of our outstanding bonds in the open market, through privately negotiated transactions or a combination thereof, in each case using cash and cash equivalents, cash from our short-term investments, cash from operating activities, proceeds from the issuance of debt or proceeds from asset divestitures. Any repayment or redemption of our debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. In connection with such repurchases or redemptions, we may incur cash and non-cash charges, which could be material in the period in which they are incurred.

In accordance with our current interest rate risk management strategy and subject to management’s evaluation of market conditions and the availability of favorable interest rates among other factors, we may from time to time enter into interest rate swap agreements to economically convert a portion of our fixed rate debt to variable rate debt or convert a portion of our variable rate debt to fixed rate debt.

~~Table of~~ ~~Contents~~

Share Repurchases

In May ~~2022,~~2023, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November ~~27, 2023,~~19, 2024, which superseded any prior repurchase authorizations. Our share repurchase authorization does not have a stated dollar amount, and purchases may be made through open market purchases, private market transactions or other structured transactions. Repurchased shares could be retired or used for general corporate purposes, including for various employee benefit and compensation plans. The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased. InThere were no share repurchases during the first quarter of ~~2023, we purchased approximately 0.8 million shares under our share repurchase authorizations for $74 million.~~2024.

As of April ~~26, 2023,~~24, 2024, we had approximately ~~30.7~~33.1 million shares remaining under the current authorization. The timing and amounts of additional shares repurchased, if any, will be determined based on our evaluation of market conditions and other factors, including any additional authorizations approved by our shareholders. For additional information related to our share repurchase authorizations, see Note 1011 to the Consolidated Financial Statements.

~~CURRENT BUSINESS OUTLOOK~~

In the near-term, we expect typical seasonal trends to drive modest improvement in global demand. Increased summer demand for transportation fuels should provide support for oxyfuels and refining margins. Delays in the start of North American polyethylene capacity additions across the industry are expected to reduce new market supply and support polyethylene margins. During the second quarter, we expect to operate our I&D segment assets at 80% and modestly increase our O&P-Americas and O&P-EAI operating rates to approximately 85%. We remain watchful for the effects of changes in global monetary policies and improving economic conditions in China on petrochemical markets during the second half of 2023.

In March 2023, we launched a new strategy which is focused on growing sustainable value and encompasses three key elements which include growing and upgrading our core businesses, building a profitable circular and low carbon solutions business and stepping up performance and culture.

~~CRITICAL ACCOUNTING POLICIES~~

~~Goodwill Impairment~~—We evaluate the recoverability of the carrying value of goodwill annually or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable.

~~Effective January 1, 2023, our~~ ~~Catalloy~~ and polybutene-1 products were moved from our APS segment and reintegrated into our O&P-Americas and O&P-EAI segments. When moved, a portion of the APS reporting unit’s goodwill was allocated to the O&P-Americas and O&P-EAI segments based on the product’s relative fair values compared to the reportable segment.

In the first quarter of 2023, we evaluated goodwill for impairment immediately before and after the transfer of these products. Our evaluation resulted in the recognition of a non-cash goodwill impairment of $252 million recognized in our APS segment. Refer to Note 12 to our Consolidated Financial Statements.

Fair values were determined utilizing a discounted cash flow method under the income approach and assumptions including management’s view on long-term growth rates in our industry, discount rates and other assumptions based on a market participant perspective, which are inherently subjective. Discount rates utilized in our cash flow model were based on a variety of factors, including market and economic conditions, the risk and nature of the cash flows and the rate of return required by market participants. We believe our fair value estimates of projected financial information are reasonable and consistent with those used in our planning, capital investment and business performance reviews. However, actual results may differ from these projections.

An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions, including pricing, volumes and discount rates, which could materially affect our estimates. That is, unfavorable adjustments to some of the above listed assumptions may be offset by favorable adjustments in other assumptions.

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CURRENT BUSINESS OUTLOOK

In the second quarter of 2024, we expect seasonal demand improvements across most of our segments. Low costs for natural gas and NGLs should continue to benefit margins for our North American and Middle East production relative to higher oil-based costs in most other regions. With the start of the summer driving season, oxyfuels and refining margins are expected to increase with higher gasoline crack spreads and lower butane costs. During the second quarter of 2024, we expect to operate our assets in line with market demand with average operating rates of 85% for our O&P-Americas and O&P-EAI segments and 80% for our Intermediates & Derivatives segment. We continue to monitor targeted stimulus efforts and remain watchful for demand improvements in China.

ACCOUNTING AND REPORTING CHANGES

For a discussion of the potential impact of new accounting pronouncements on ~~our~~the Consolidated Financial Statements, see Note 2 to the Consolidated Financial Statements.

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CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.

We based forward-looking statements on our current expectations, estimates and projections of our business and the industries in which we operate. We caution you that these statements are not guarantees of future performance. They involve assumptions about future events that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. Our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

•the cost of raw materials represents a substantial portion of our operating expenses, and energy costs generally follow price trends of crude oil, natural gas liquids and/or natural gas; price volatility can significantly affect our results of operations and we may be unable to pass raw material and energy cost increases on to our customers due to the significant competition that we face, the commodity nature of our products and the time required to implement pricing changes;

•our operations in the United States (“U.S.”) have benefited from low-cost natural gas and natural gas liquids; decreased availability of these materials (for example, from their export or regulations impacting hydraulic fracturing in the U.S.) could reduce the current benefits we receive;

•if crude oil prices are low relative to U.S. natural gas prices, we could see less benefit from low-cost natural gas and natural gas liquids and it could have a negative effect on our results of operations;

•industry production capacities and operating rates may lead to periods of oversupply and low profitability;

•we may face unplanned operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failures, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental incidents) at any of our facilities, which would negatively impact our operating results;

•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate could increase our costs, restrict our operations and reduce our operating results;

•our ability to execute our organic growth plans may be negatively affected by our ability to complete projects on time and on budget;

•our ability to acquire or dispose of product lines or businesses could disrupt our business and harm our financial condition;

•~~our ability to successfully implement initiatives identified pursuant to our value enhancement program and generate anticipated earnings;~~

•uncertainties associated with worldwide economies could create reductions in demand and pricing, as well as increased counterparty risks, which could reduce liquidity or cause financial losses resulting from counterparty default;

•~~uncertainties related to the extent of the COVID-19 pandemic due to local or regional spread of the virus;~~

•the negative outcome of any legal, tax and environmental proceedings or changes in laws or regulations regarding legal, tax and environmental matters may increase our costs, reduce demand for our products, or otherwise limit our ability to achieve savings under current regulations;

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•any loss or non-renewal of favorable tax treatment under tax agreements or tax treaties, or changes in tax laws, regulations or treaties, may substantially increase our tax liabilities;

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•we may be required to reduce production or idle certain facilities because of the cyclical and volatile nature of the supply-demand balance in the chemical and refining industries, which would negatively affect our operating results;

•we rely on continuing technological innovation, and an inability to protect our technology, or others’ technological developments could negatively impact our competitive position;

•we may be unable to ~~shut down~~continue operations until the shutdown of the Houston refinery within the expected timeframe or ~~incur~~without incurring additional charges or expenses;

•we have significant international operations, and fluctuations in exchange rates, valuations of currencies and our possible inability to access cash from operations in certain jurisdictions on a tax-efficient basis, if at all, could negatively affect our liquidity and our results of operations;

•we are subject to the risks of doing business at a global level, including wars, terrorist activities, political and economic instability and disruptions and changes in governmental policies, which could cause increased expenses, decreased demand or prices for our products and/or disruptions in operations, all of which could reduce our operating results;

•if we are unable to achieve our emission reduction, circularity, or other sustainability targets, it could result in reputational harm, changing investor sentiment regarding investment in our stock or a negative impact on our access to and cost of capital;

•our ability to execute and achieve expected results of our value enhancement program;

•if we are unable to comply with the terms of our credit facilities, indebtedness and other financing arrangements, those obligations could be accelerated, which we may not be able to repay; and

•we may be unable to incur additional indebtedness or obtain financing on terms that we deem acceptable, including for refinancing of our current obligations; higher interest rates and costs of financing would increase our expenses.

Any of these factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Our management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and any other cautionary statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market and regulatory risks is described in Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. Our exposure to such risks has not changed materially in the three months ended March 31, ~~2023.~~2024.

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Item 4. CONTROLS AND PROCEDURES

As of March 31, ~~2023,~~2024, with the participation of our management, our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial ~~and accounting~~ officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, ~~2023.~~2024.

There have been no changes in our internal controls over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information regarding our litigation and legal proceedings can be found in Note 910 to the Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

In February 2020, the State of Texas filed suit against Houston Refining, LP, a subsidiary of LyondellBasell, in Travis County District Court seeking civil penalties and injunctive relief for violations of the Texas Clean Air Act related to several emission events. In July 2020, Harris County, Texas petitioned to intervene in the lawsuit and the State added additional claims to its petition relating to self-reported deviations of Houston Refining’s air operating permit. We are currently engaged in settlement discussions with the State to resolve this matter, and reasonably believe resolution of this matter will result in a payment of a penalty in excess of $300,000.

On July 27, 2021, approximately 160,000 pounds of liquid process material containing primarily acetic acid was released from a reactor at the La Porte acetic acid unit. In October 2021, the Texas Commission on Environmental Quality (“TCEQ”) issued a Notice of Enforcement for the incident. In November 2021, the State of Texas filed a petition on behalf of the TCEQ seeking injunctive relief and civil penalties for unauthorized air pollution and regulatory nuisance related to the incident. As of April 17, 2023, we have agreed in principle with the State of Texas to resolve this matter with a civil penalty of $1.1 million; an agreed final judgment is being prepared to be lodged for public comment and entered by the court.

Additional information about our environmental proceedings can be found in Part I, Item 3 of our ~~2022~~2023 Annual Report on Form 10-K, which is incorporated into this Item 1 by reference.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors associated with our business previously disclosed in “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities
Period Total Number
of Shares
Purchased Average Price
Paid per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Authorizations Maximum Number
of Shares That May Yet
Be Purchased Under the
Plans or Authorizations
January 1 - January 31 — $ — — 31,740,731
February 1 - February 28 — $ — — 31,740,731
March 1 - March 31 846,500 $ 87.28 846,500 30,894,231
Total 846,500 $ 87.28 846,500 30,894,231

On May ~~27, 2022,~~19, 2023, our shareholders approved a share repurchase authorization of up to ~~34,026,947~~34,042,250 shares of our ordinary shares, through November ~~27, 2023,~~19, 2024, which superseded any prior repurchase authorizations. The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

During the three months ended March 31, 2024, none of our Section 16 officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. EXHIBITS


Exhibit Number						Description

4.1						Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and Wells Fargo Bank, National Association, as Trustee, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 10, 2019).

4.2						Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023).

4.3						Officer’s Certificate of LYB International Finance III, LLC relating to the 5.500% Guaranteed Notes due 2034, dated as of February 28, 2024 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on February 26, 2024).

4.4						Form of LYB International Finance III, LLC’s 5.500% Guaranteed Notes due 2034 (included in Exhibit 4.3).

31.1*						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2*						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32*						Certifications pursuant to 18 U.S.C. Section 1350

101.INS*						XBRL Instance Document–The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*						XBRL Schema Document

101.CAL*						XBRL Calculation Linkbase Document

101.DEF*						XBRL Definition Linkbase Document

101.LAB*						XBRL Labels Linkbase Document

101.PRE*						XBRL Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		LYONDELLBASELL INDUSTRIES N.V.

Date:	April ~~28, 2023~~26, 2024
		/s/ Chukwuemeka A. Oyolu

		Chukwuemeka A. Oyolu
		Senior Vice President,
		Chief Accounting Officer and Investor Relations
		(Principal Accounting Officer)

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			Page
Part I – Financial Information			1

Item 1. Consolidated Financial Statements (Unaudited)			1
Consolidated Statements of Income			1
Consolidated Statements of Comprehensive Income			2
Consolidated Balance Sheets			3
Consolidated Statements of Cash Flows			5
Consolidated Statements of Shareholders’ Equity			6
Notes to the Consolidated Financial Statements			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2527

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4243

Item 4. Controls and Procedures			4344

Part II – Other Information			4445

Item 1. Legal Proceedings			4445

Item 1A. Risk Factors			4445

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4445

Item 4. Mine Safety Disclosures			4445

Item 5. Other Information			45

Item 6. Exhibits			4546

Signature			4647


		Page
1.	Basis of Presentation	8

2.	Accounting and Reporting Changes	8

3.	Revenues	9

4.	Accounts Receivable	10

5.	Inventories	10

6.	Debt	11

7.	Financial Instruments and Fair Value Measurements	14

8.	Income Taxes	16

9.	Commitments and Contingencies	17

10.	Shareholders’ Equity and Redeemable Non-controlling Interests	18

11.	Per Share Data	21

12.	Segment and Related Information	22


Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Authorizations	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Authorizations
January 1 - January 31	—	$	—	—	31,740,731
February 1 - February 28	—	$	—	—	31,740,731
March 1 - March 31	846,500	$	87.28	846,500	30,894,231
Total	846,500	$	87.28	846,500	30,894,231